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As filed with the Securities and Exchange Commission on April 19, 2024.

 

Registration No. 333-267662

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

Amendment No. 7

to

Form S-4
Registration Statement Under the Securities Act of 1933

 

 

 

INFINT ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   6770   98-1602649
(State or other jurisdiction of
incorporation or organization)
  (Primary Standard Industrial
Classification Code Number)
  (IRS Employer
Identification Number)

 

 

 

32 Broadway, Suite 401
New York, New York 10004
(212) 287-5010

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

 

Alexander Edgarov

Chief Executive Officer
32 Broadway, Suite 401
New York, New York 10004
(212) 287-5010
(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

 

Copies to:

 

Alan I. Annex, Esq.

Joseph A. Herz, Esq.

Yuta N. Delarck, Esq.

Greenberg Traurig, LLP

One Vanderbilt Avenue

New York, NY 10017

Tel: (212) 801-6928

 

E. Peter Strand, Esq.

Michael K. Bradshaw, Jr., Esq.

Nelson Mullins Riley & Scarborough LLP

101 Constitution Avenue, NW

Suite 900

Washington, D.C., 20001

Tel: (202) 689-2800

 

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and all other conditions to the proposed Business Combination described herein have been satisfied or waived.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

 

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

 

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company

 

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 

 
 

 

The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

Preliminary — Subject to Completion, Dated April 19, 2024

 

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING
AND
PROSPECTUS FOR 10,580,104 ORDINARY SHARES AND 17,807,732 WARRANTS OF
INFINT ACQUISITION CORPORATION

 

 

 

On August 3, 2022, INFINT Acquisition Corporation, a Cayman Islands exempted company (“INFINT”), entered into a business combination agreement, which was amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023 (as amended and it may be further amended from time to time, collectively, the “Business Combination Agreement”), with FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., a Cayman Islands exempted company (“Seamless”). The Business Combination Agreement provides that, among other things, Merger Sub will merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT (the “merger” and the merger and the other transactions contemplated by the Business Combination Agreement, together, the “Business Combination”). In connection with the Business Combination, INFINT will change its corporate name to “Currenc Group Inc.” (“New Seamless”). References to “Seamless” are to Seamless Group Inc. prior to the consummation of the merger, and references to “New Seamless” are to INFINT Acquisition Corporation, under its new corporate name after the consummation of the Business Combination.

 

The board of directors of INFINT (the “INFINT Board”) unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the merger, and recommends that you vote or give instruction to vote “FOR” the approval and adoption of the Business Combination Agreement and the transactions contemplated thereby, including the merger, and the other proposals described in the accompanying proxy statement/prospectus. When you consider the INFINT Board’s recommendation of these proposals, you should keep in mind that INFINT’s directors and officers have interests in the business combination that are different from, or in addition to, the interests of INFINT shareholders generally. See the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information. The INFINT Board was aware of and considered these interests, among other matters, in evaluating and negotiating the Business Combination and in recommending to INFINT shareholders that they vote in favor of the proposals presented at the Meeting (as defined below).

 

At the merger effective time, each ordinary share, par value $0.001 per share, of Seamless (“Seamless ordinary shares”) outstanding as of immediately prior to the merger effective time will be converted into a right to receive a number of ordinary shares, par value $0.0001 per share, of New Seamless (“New Seamless ordinary shares”). Holders of Seamless ordinary shares (“Seamless Shareholders”) are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration (the “Aggregate Transaction Consideration”) in the form of 40,000,000 New Seamless ordinary shares, which is equal to the quotient obtained by dividing Seamless Value by $10.00. The number of New Seamless ordinary shares each Seamless ordinary share will be converted to (the “Conversion Rate”) equals to the quotient obtained by dividing the Aggregate Transaction Consideration by the number of issued and outstanding Seamless ordinary shares at the merger effective time. Given that the Aggregate Transaction Consideration is 40,000,000 New Seamless ordinary shares, and based on 58,030,000 Seamless ordinary shares issued and outstanding as of April 17, 2024, the Conversion Rate would equal to approximately 0.6893. The Conversion Rate is expected to fluctuate and is negatively related to the number of issued and outstanding Seamless ordinary shares at the merger effective time. For example, if the number of issued and outstanding Seamless ordinary shares increases at the merger effective time, the Conversion Rate will decrease proportionally. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement” of this proxy statement/prospectus for additional information.

 

It is anticipated that upon completion of the Business Combination, if none of the 4,747,021 public INFINT Class A ordinary shares are redeemed, INFINT public shareholders would retain an ownership interest of approximately 9.39% in New Seamless, INFINT Capital LLC, INFINT’s sponsor (the “Sponsor”) will retain an ownership interest of approximately 11.33%, EF Hutton will retain ownership of approximately 0.14%, JonesTrading will retain ownership of approximately 0.06%, Seamless Shareholders, excluding New Seamless Chairman, Alexander Kong, will own approximately 24.9% of New Seamless and Alexander Kong will own 54.19% of New Seamless. If no public INFINT Class A ordinary shares are redeemed and the 9,999,940 INFINT public warrants and 7,796,842 INFINT private placement warrants are exercised in full, INFINT public shareholders would retain an ownership interest of approximately 21.57% in New Seamless, the Sponsor will retain an ownership interest of approximately 19.79%, EF Hutton will retain ownership of approximately 0.12%, JonesTrading will retain ownership of approximately 0.05%, Seamless Shareholders, excluding New Seamless Chairman, Alexander Kong, will own approximately 18.42% of New Seamless and Alexander Kong will own 46.08% of New Seamless. These levels of ownership interest assume: (a) no public shareholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in the trust account; (b) solely for the purpose of illustration, Seamless’ convertible bonds are converted to ordinary shares of Seamless as of November 23, 2024; (c) the divestitures of TNG (Asia) Ltd. (“TNG Asia”), Future Network Technology Investment Co., Ltd. (“FNTI”) and GEA Holdings Limited (“GEA”) to its existing shareholders and the related buyback of Seamless ordinary shares; and (d) the issuance of all shares under the Seamless Incentive Plan, which shares have been reserved under the Seamless Incentive Plan and are a part of the Aggregate Consideration. If the actual facts are different from these assumptions, the percentage ownership retained by the INFINT shareholders will be different. See “Unaudited Pro Forma Condensed Combined Financial Information.” Assuming maximum redemptions by INFINT public shareholders, upon consummation of the Business Combination, Alexander Kong, New Seamless’ chairman of the board, will beneficially own as much as approximately 58.06% of the issued and outstanding ordinary shares. As a result, he will have substantial influence over New Seamless’ business, including significant corporate actions such as mergers, consolidations, sales of all or substantially all of its assets, election of directors and other significant corporate actions. 

 

This proxy statement/prospectus provides INFINT’s shareholders with detailed information about the Business Combination and other matters to be considered at the Meeting (as defined below). You should carefully read the entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to therein. You should also carefully consider the risk factors described in “Risk Factors” beginning on page 45 of the accompanying proxy statement/prospectus.

 

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the transactions described in this proxy statement/prospectus or any of the securities to be issued in the Business Combination described in this proxy statement/prospectus, passed upon the merits or fairness of the Business Combination described in this proxy statement/prospectus or related transactions or passed upon the adequacy or accuracy of the disclosure in this proxy statement/prospectus. Any representation to the contrary constitutes a criminal offense.

 

This proxy statement/prospectus is dated [●], 2024 and is first being mailed to INFINT shareholders on or about [●], 2024.

 

Proposals to approve the Business Combination Agreement and the other matters discussed in this proxy statement/prospectus will be presented at the extraordinary general meeting of INFINT to be held on [●], 2024 (the “Meeting”). Only holders of record of ordinary shares of INFINT at the close of business on [●], 2024, the record date for the Meeting, are entitled to notice of and to vote at the Meeting and any adjournments of the Meeting.

 

INFINT’s units and Class A ordinary shares are currently listed on NYSE under the symbols “IFIN.U” and “IFIN,” respectively. INFINT has applied for listing, to be effective at the time of the closing of the Business Combination, of New Seamless ordinary shares and warrants on NYSE under the symbols, “CRCG” and “CRCG.WS,” respectively. INFINT will not have units listed on NYSE following consummation of the Business Combination.

 

Effective as of closing, New Seamless is expected to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

 

 
 

 

INFINT ACQUISITION CORPORATION
32 Broadway, Suite 401
New York, New York 10004

 

NOTICE OF Extraordinary General MEETING OF
infint acquisition corporation
TO BE HELD ON [●]

 

To the Shareholders of INFINT Acquisition Corporation:

 

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “Meeting”) of INFINT Acquisition Corporation, a Cayman Islands exempted company (“INFINT”), will be held at [●], Eastern time, on [●], 2024 at 32 Broadway, Suite 401, New York, New York, and via live webcast by visiting [●]. You are cordially invited to attend the Meeting, which will be held for the following purposes:

 

Proposal 1 — The Business Combination Proposal: to consider and vote upon, as an ordinary resolution, a proposal to approve and adopt the business combination agreement, dated as of August 3, 2022, as amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023 (as amended and as it may be further amended from time to time, collectively, the “Business Combination Agreement”) among INFINT, FINTECH Merger Sub Corp., a Cayman Islands exempted company and a wholly owned subsidiary of INFINT (“Merger Sub”), and Seamless Group Inc., a Cayman Islands exempted company (“Seamless”), and the transactions contemplated thereby, including the merger of Merger Sub with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT (the “merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”) (a copy of the Business Combination Agreement is included as Annex A to the attached proxy statement/prospectus) (the “Business Combination Proposal”);
   
Proposal 2 — The Articles Amendment Proposal: to consider and vote upon, as two special resolutions, assuming the Business Combination Proposal is approved and adopted, proposals to approve: (a) the change of name of INFINT Acquisition Corporation to Currenc Group Inc.; and (b) the proposed amended and restated memorandum and articles of association of INFINT (the “amended memorandum and articles of association”) (a copy of the amended memorandum and articles of association is included as Annex B to the attached proxy statement/prospectus) (the “Articles Amendment Proposal”);
   
Proposal 3 — The Share Issuance Proposal: to consider and vote upon, as an ordinary resolution, assuming the Business Combination Proposal is approved and adopted, a proposal to approve, for purposes of complying with applicable listing rules of NYSE, the issuance of more than 20% of INFINT’s issued and outstanding ordinary shares, par value $0.0001 per share (the “ordinary shares”) (the “Share Issuance Proposal”);
   
Proposal 4 — The Incentive Plan Proposal: to consider and vote upon, as an ordinary resolution, assuming the Business Combination Proposal is approved and adopted, a proposal to approve and adopt the Currenc Group Inc. 2024 Equity Incentive Plan (the “New Seamless Incentive Plan”) (a copy of the New Seamless Incentive Plan is included as Annex C to the attached proxy statement/prospectus) (the “Incentive Plan Proposal”); and
   
Proposal 5 — The Advisory Governance Proposals: to consider and vote upon, as an ordinary resolution, that on a non-binding advisory basis, certain governance provisions contained in the amended memorandum and articles of association, being presented in accordance with the requirements of the U.S. Securities and Exchange Commission as separate sub-proposals, be and are hereby approved and adopted (collectively, the “Advisory Governance Proposals”):

 

 

Advisory Proposal A – to provide that New Seamless’ authorized share capital will be $55,500 divided into 555,000,000 New Seamless ordinary shares of a par value of $0.0001 each;

 

 

Advisory Proposal B — to provide that the directors of New Seamless may appoint any person to be a director, either to fill a vacancy or as an additional director provided that the appointment does not cause the number of directors to exceed any number fixed by or in accordance with the proposed memorandum and articles of association as the maximum number of directors, and that New Seamless may by ordinary resolution appoint any person to be a director or may by ordinary resolution remove any director;

 

 

Advisory Proposal C — to provide that New Seamless may at any time and from time to time by special resolution (as defined by the Companies Act) alter or amend the proposed memorandum and articles of association, in whole or in part;

 

Advisory Proposal D — to provide that save as otherwise provided in the amended memorandum and articles of association, one or more shareholders holding not less than an aggregate of one-third of all votes that may be cast in respect of the share capital of New Seamless in issue being present in person or by proxy and entitled to vote will be a quorum; and the quorum for the transaction of the business of the directors may be fixed by the directors, and unless so fixed shall be two if there are two or more directors, and shall be one if there is only one director;

 

 

Advisory Proposal E — to provide that unless New Seamless consents in writing to the selection of an alternative forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with the amended memorandum and articles of association or otherwise related in any way to each New Seamless shareholder’s ownership in the New Seamless; and

   
 Proposal 6 — The Adjournment Proposal: to consider and vote upon, as an ordinary resolution, a proposal to adjourn the Meeting to a later date or dates (1) if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting there are not sufficient votes to approve one or more proposals presented to shareholders for vote and (2) to the extent necessary, to ensure that any required supplement or amendment to this proxy statement/prospectus is provided to INFINT shareholders (the “Adjournment Proposal”).

 

The above matters are more fully described in the attached proxy statement/prospectus, which also includes, as Annex A, a copy of the Business Combination Agreement (including related exhibits). We urge you to read carefully the entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to therein.

 

 
 

 

The INFINT Board has set [●], 2024 as the record date for the Meeting. Only holders of record of ordinary shares of INFINT at the close of business on [●], 2024 will be entitled to notice of and to vote at the Meeting and any adjournments or postponements thereof. Any shareholder entitled to attend and vote at the Meeting may attend the Meeting virtually and is entitled to appoint a proxy to attend and vote on such shareholder’s behalf. Such proxy need not be a holder of ordinary shares of INFINT. A complete list of INFINT shareholders of record entitled to vote at the Meeting will be available for ten days before the Meeting at the principal executive offices of INFINT for inspection by INFINT shareholders during ordinary business hours for any purpose germane to the Meeting. The eligible INFINT shareholder list will also be available at that time on the Meeting website for examination by any shareholder attending the Meeting live audio webcast.

 

Pursuant to INFINT’s amended and restated memorandum and articles of association, INFINT will provide public shareholders with the opportunity to redeem their Class A ordinary shares of INFINT included as part of the units sold in INFINT’s initial public offering for cash equal to their pro rata share of the aggregate amount on deposit in the trust account, calculated as of two business days prior to the consummation of the transactions contemplated by the Business Combination Agreement, including interest earned on the funds held in the trust account (net of taxes payable) and not previously released to INFINT to pay taxes, upon the closing of the transactions contemplated by the Business Combination Agreement. For illustrative purposes, based on funds in the trust account of approximately $[●] million (net of taxes payable) on [●], 2024, the record date for the Meeting, the estimated per share redemption price would have been approximately $[●], excluding additional interest earned on the funds held in the trust account and not previously released to INFINT to pay taxes. Public shareholders may elect to redeem their shares even if they vote for the Business Combination Proposal. A public shareholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Class A ordinary shares of INFINT. INFINT Capital LLC, a Delaware limited liability company (the “Sponsor”), INFINT’s directors and officers and, EF Hutton, a division of Benchmark Investments, LLC, and JonesTrading, the underwriters for INFINT’s initial public offering (the “Underwriters”), who hold Class B ordinary shares (collectively, the “initial shareholders”), have agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any ordinary shares of INFINT they may hold. Currently, the initial shareholders own approximately 55.13% of the ordinary shares of INFINT, consisting of the Class B ordinary shares of INFINT. The initial shareholders have agreed to vote any ordinary shares of INFINT owned by them in favor of the Business Combination Proposal and the other proposals.

 

Approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, and the Advisory Governance Proposals requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the issued ordinary shares of INFINT that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. The Articles Amendment Proposal must be approved by two special resolutions, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares of INFINT that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting, one of which (namely, the special resolution to approve the amended memorandum and articles of association) must include the affirmative vote of the holders of a simple majority of the holders of INFINT Class B ordinary shares. If presented, approval of the Adjournment Proposal requires an ordinary resolution.

 

Each redemption of Class A ordinary shares of INFINT by its public shareholders will decrease the amount in the trust account. INFINT will not consummate the Business Combination if the redemption of Class A ordinary shares of INFINT would result in INFINT’s failure to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) (or any successor rule).

 

If the Business Combination Proposal is not approved, none of the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal or the Advisory Governance Proposals will be presented to the shareholders for a vote. Notwithstanding the approval of the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, and the Advisory Governance Proposals, if the Business Combination is not consummated for any reason, the actions contemplated by the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Advisory Governance Proposals will not be effected. It is important for you to note that in the event that the Business Combination Proposal, the Articles Amendment Proposal, and the Share Issuance Proposal do not receive the requisite votes for approval, then the Business Combination may not be consummated. If INFINT does not consummate the Business Combination and fails to complete an initial business combination by November 23, 2024, INFINT will be required to liquidate its trust account by returning the then remaining funds in such account to the public shareholders and then proceed to liquidate and dissolve. The proxy statement/prospectus accompanying this notice explains the Business Combination Agreement and the transactions contemplated thereby, including the merger, as well as the proposals to be considered at the Meeting. Please review the accompanying proxy statement/prospectus carefully.

 

 
 

 

Your vote is important regardless of the number of shares you own. Whether or not you plan to attend the Meeting, please complete, sign, date and mail the enclosed proxy card in the postage-paid envelope provided at your earliest convenience. You may also submit a proxy by telephone or via the Internet by following the instructions printed on your proxy card. If you hold your shares through a broker, bank or other nominee, you should direct the vote of your shares in accordance with the voting instruction form received from your broker, bank or other nominee.

 

The INFINT Board unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the merger, and recommends that you vote “FOR” each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, the Advisory Governance Proposals and, if presented, the Adjournment Proposal.

 

If you have any questions or need assistance voting your ordinary shares, please contact Morrow Sodali LLC, our proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing IFIN.info@investor.morrowsodali.com.

 

On behalf of the INFINT Board, I thank you for your support and look forward to the successful completion of the Business Combination.

 

 

By Order of the Board of Directors

 

Eric Weinstein

Chairman of the Board

 

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the proposals presented at the Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Meeting in person or virtually, the effect will be, among other things, that your ordinary shares of INFINT will not be counted for purposes of determining whether a quorum is present at the Meeting and will not be voted. An abstention or broker non-vote will be counted towards the quorum requirement but will not count as a vote cast at the Meeting. If you are a shareholder of record and you attend the Meeting and wish to vote in person or virtually, you may withdraw your proxy and vote in person. Your attention is directed to the remainder of the proxy statement/prospectus following this notice for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You are encouraged to read the entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to therein.

 

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST ELECT TO HAVE INFINT REDEEM YOUR CLASS A ORDINARY SHARES FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TRANSFER YOUR CLASS A ORDINARY SHARES TO INFINT’S TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK, BROKER OR OTHER NOMINEE TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE THE SECTION ENTITLED “THE EXTRAORDINARY GENERAL MEETING OF INFINT SHAREHOLDERS — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

 
 

 

TABLE OF CONTENTS

 

About This Proxy Statement/Prospectus 1
   
Industry and Market Data 2
   
Frequently Used Terms 3
   
Cautionary Note Regarding Forward-Looking Statements 6
   
Questions and Answers 8
   
Summary 20
   
Summary Historical Financial Information of INFINT 39
   
Summary Historical Financial Information of Seamless 41
   
Summary Unaudited Pro Forma Condensed Combined Financial Information 43
   
Risk Factors 45
   
The Extraordinary General Meeting of INFINT Shareholders 92
   
Proposal 1 — The Business Combination Proposal 97
   
Proposal 2 — The Articles Amendment Proposal 130
   
Proposal 3 — The Share Issuance Proposal 132
   
Proposal 4 — The Incentive Plan Proposal 134
   
Proposal 5 — The AdVISORY GOVERNANCE ProposalS 140
   
Proposal 6 — The adjournment Proposal 144
   
Unaudited Pro Forma Condensed Combined Financial Information 145
   
Information About INFINT 158
   
INFINT’s Management’s Discussion and Analysis of Financial Condition and Results of Operations 166
   
Seamless’ Business 171
   
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF SEAMLESS 208
   
MANAGEMENT OF NEW SEAMLESS FOLLOWING THE BUSINESS COMBINATION 236
   
Executive Compensation 240
   
Beneficial Ownership of Securities 246
   
Certain Relationships and Related Party Transactions 248
   
Description of New Seamless Securities 254

 

 
 

 

COMPARISON OF CORPORATE GOVERNANCE AND SHAREHOLDER RIGHTS 257
   
Securities Act Restrictions on Resale of INFINT Securities 266
   
PRICE RANGE OF SECURITIES AND DIVIDEND INFORMATION 267
   
Material Cayman ISLANDS Regulations 268
   
Appraisal or dissenters’ Rights 269
   
Submission of Shareholder Proposals 269
   
Future Shareholder Proposals 269
   
Shareholder Communications 270
   
Delivery of Documents to Shareholders 270
   
Transfer Agent 270
   
Legal Matters 270
   
Experts 270
   
Where You Can Find More Information 271
   
index to financial statements F-1
   
ANNEX a – business combination agreement A-1
   
annex b – amended and restated memorandum and articles of association B-1
   
annex c – CURRENC GROUP INC. 2024 equity incentive plan C-1
   
annex d – lock-up agreement D-1
   
annex e – registration rights agreement E-1
   
annex G – shareholder support agreement G-1
   
annex H – sponsor support agreement H-1
   
ANNEX I-1 – FINANCIAL ANALYSIS BY ARC GROUP

I-1

   
ANNEX I-2 – FINANCIAL ANALYSIS BY JONESTRADING INSTITUTIONAL SERVICES LLC I-2

 

 
 

 

About This Proxy Statement/Prospectus

 

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”), by INFINT, constitutes a prospectus of INFINT under Section 5 of the U.S. Securities Act of 1933, as amended (the “Securities Act”), with respect to the ordinary shares to be issued to Seamless Shareholders in connection with the Business Combination. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Meeting at which INFINT shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

 

The registration statement and the accompanying proxy statement/prospectus is available without charge to INFINT shareholders upon written or oral request. This document and INFINT’s other filings with the SEC may be obtained by either written or oral request to INFINT Acquisition Corporation, 32 Broadway, Suite 401, New York, New York 10004 or by telephone at (212) 287-5010. The SEC maintains an internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. You may obtain copies of the materials described above at the commission’s internet site at www.sec.gov.

 

In addition, if you are an INFINT shareholder and have questions about the proposals to be considered at the Meeting or the accompanying proxy statement/prospectus, would like additional copies of the accompanying proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLC (“Morrow”), INFINT’s proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing IFIN.info@investor.morrowsodali.com. You will not be charged for any of the documents that you request.

 

See the section entitled “Where You Can Find More Information” of the accompanying proxy statement/prospectus for additional information.

 

Information contained on any website is expressly not incorporated by reference into the accompanying proxy statement/prospectus.

 

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Meeting, or no later than [●], 2024.

 

1

 

 

Industry and Market Data

 

This proxy statement/prospectus includes market and industry data and forecasts that Seamless has derived from publicly available information, industry publications and surveys, reports from government agencies, reports by market research firms or other independent sources and Seamless’ internal data and estimates based on its management’s knowledge of and experience in the market sectors in which it competes.

 

Certain monetary amounts, percentages and other figures included in this proxy statement/prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

 

The industry and market position information that appears in this proxy statement/prospectus involves a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates.

 

Such information is supplemented where necessary with Seamless’ internal estimates and information obtained from discussions with its platform users, taking into account publicly available information about other industry participants and Seamless’ management’s judgment where information is not publicly available.

 

Industry reports, publications, research, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but that the accuracy and completeness of such information is not guaranteed. In some cases, we do not expressly refer to the sources from which this data is derived. While we have compiled, extracted, and reproduced industry data from these sources, we have not independently verified the data. Forecasts and other forward-looking information obtained from these sources are subject to the same qualifications and uncertainties as the other forward-looking statements in this proxy statement/prospectus. These forecasts and forward-looking information are subject to uncertainty and risk due to a variety of factors, including those described under “Risk Factors.” These and other factors could cause results to differ materially from those expressed in any forecasts or estimates.

 

2

 

 

Frequently Used Terms

 

Unless otherwise stated or unless the context otherwise requires, in this document:

 

“ancillary documents” means each agreement, instrument or document including the Registration Rights Agreement, the Lock-Up Agreement, the Shareholder Support Agreement, the Sponsor Support Agreement and the other agreements, certificates and instruments to be executed or delivered by any of the parties to the Business Combination Agreement in connection with or pursuant to the Business Combination Agreement;
  
“Business Combination” means the transactions contemplated by the Business Combination Agreement, including the merger;
  
“Business Combination Agreement” means the Business Combination Agreement, dated as of August 3, 2022, among INFINT, Merger Sub and Seamless, amended by an amendment dated October 20, 2022, an amendment dated November 29, 2022 and an amendment dated February 20, 2023, as such agreement may be further amended from time to time, and attached hereto as Annex A;
  
“Closing” means the closing of the Business Combination;
  
“Code” means the Internal Revenue Code of 1986, as amended;
  
“Companies Act” means the Companies Act (As Revised) of the Cayman Islands, as amended, modified, re-enacted or replaced;
  
“Company” or “INFINT” means INFINT Acquisition Corporation, a Cayman Islands exempted company;
  
“current memorandum and articles of association” means the fourth amended and restated memorandum and articles of association of INFINT, effective February 16, 2024;
  
“Exchange Act” means the Securities Exchange Act of 1934, as amended;
  
“founder shares” means the 5,833,083 INFINT Class B ordinary shares that were issued to INFINT initial shareholders prior to the INFINT IPO (each a founder share);
  
“GAAP” means generally accepted accounting principles in the United States;
  
“INFINT Class A ordinary shares” means the Class A ordinary shares, par value $0.0001 per share, of INFINT;
  
“INFINT Class B ordinary shares” means the Class B ordinary shares, par value $0.0001 per share, of INFINT, which shares will be converted automatically in connection with the merger into INFINT Class A ordinary shares and cease to be outstanding; such shares are also referred to and defined herein as the “founder shares”;
  
“INFINT initial shareholders” means the Sponsor and each of INFINT’s directors and officers and underwriters that hold founder shares;
  
“INFINT IPO” means INFINT’s initial public offering, consummated on November 23, 2021, through the sale of 19,999,880 units (including the 2,608,680 units sold pursuant to the underwriters’ partial exercise of their over-allotment option at $10.00 per unit);
  
“INFINT ordinary shares” means the INFINT Class A ordinary shares and the INFINT Class B ordinary shares;

 

3

 

 

“Investment Company Act” means the U.S. Investment Company Act of 1940, as amended;
  
“IRS” means the U.S. Internal Revenue Service;
  
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012;
  
“JonesTrading” means JonesTrading Institutional Services LLC.
  
“Letter Agreement” means the letter agreement by and among INFINT, the Sponsor and each of directors of INFINT, dated November 23, 2021;
  
“Lock-up Agreement” means the lock-up agreement to be entered into among INFINT and certain Seamless Shareholders at the Closing (a copy of which is attached hereto as Annex D);
  
“Meeting” means the extraordinary general meeting of INFINT, to be held on [●], 2024 at [●] a.m., Eastern time, at 32 Broadway, Suite 401, New York, New York, and via live webcast by visiting https://www.cstproxy.com/infintspac/sm2023;
  
“merger” means the merger of Merger Sub with Seamless, with Seamless surviving such merger and Seamless becoming a wholly owned subsidiary of INFINT, pursuant to the Business Combination Agreement;
  
“Merger Sub” means FINTECH Merger Sub Corp., a Cayman Islands exempted company incorporated with limited liability;
  
“New Seamless” means Currenc Group Inc. (formerly named INFINT Acquisition Corporation) following the consummation of the Business Combination;
  
“New Seamless Incentive Plan” means Currenc Group Inc. 2024 Equity Incentive Plan (a copy of which is attached hereto as Annex C);
  
“New Seamless ordinary shares” means the ordinary shares, par value $0.0001 per share, of New Seamless;
  
“NYSE” means the New York Stock Exchange;
  
“ordinary resolution” means an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of a simple majority of the issued ordinary shares of INFINT that are present in person or represented by proxy and entitled to vote thereon and who vote at the general meeting;
  
“private warrants” are to the aggregate 7,796,842 warrants at a price of $1.00 per private warrant issued to the Sponsor in a private placement simultaneously with the closing of the INFINT IPO and the partial exercise of the underwriters’ over-allotment option to purchase additional units;
  
“proposed memorandum and articles of association” or the “amended memorandum and articles of association” means the proposed amended and restated memorandum and articles of association of INFINT, which will become INFINT’s memorandum and articles of association upon the approval of the Business Combination Proposal and the Articles Amendment Proposal and the consummation of the Business Combination (a copy of the proposed memorandum and articles of association is attached hereto as Annex B);
  
“proxy statement/prospectus” means the proxy statement/prospectus included in the Registration Statement on Form S-4 filed with the SEC;
  
“public shareholders” means the holders of public shares, including the INFINT initial shareholders to the extent the INFINT initial shareholders purchase public shares; provided that the INFINT initial shareholders are considered a “public shareholder” only with respect to any public shares held by them;
  
“public shares” means INFINT Class A ordinary shares included in the units issued in the INFINT IPO;

 

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“record date” means [●], 2024;
  
“redemption” means the right of public shareholders to have their public shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus;
  
“Registration Rights Agreement” means the registration rights agreement, to be entered into among INFINT, certain Seamless Shareholders and certain INFINT shareholders at the Closing (a copy of which is attached hereto as Annex E);
  
“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002;
  
“Seamless” means Seamless Group Inc., a Cayman Islands exempted company incorporated with limited liability;
  
“Seamless Incentive Plan” means the Seamless Group Inc. 2022 Equity Incentive Plan;
  
“Seamless ordinary shares” means the ordinary shares, par value $0.001 per share, of Seamless;
  
“SEC” means the U.S. Securities and Exchange Commission;
  
“Securities Act” means the U.S. Securities Act of 1933, as amended;
  
“Shareholder Support Agreement” means the Shareholder Support Agreement, dated August 3, 2022, by and among INFINT, Seamless and certain Seamless Shareholders (a copy of which is attached hereto as Annex F);
  
“special resolution” means a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares of the company that are present in person or represented by proxy and entitled to vote thereon and who vote at the general meeting;
  
“Sponsor” means INFINT Capital LLC, a Delaware limited liability company;
  
“Sponsor Support Agreement” means the support agreement, dated as of August 3, 2022, among the Sponsor, INFINT and Seamless (a copy of which is attached hereto as Annex G);
  
“trust account” means the trust account that holds a portion of the proceeds of the INFINT IPO and the sale of the private warrants;
  
“Underwriters” means EF Hutton, division of Benchmark Investments, LLC, and JonesTrading, the underwriters for INFINT in the INFINT IPO.
  
“units” means one INFINT Class A ordinary share and one-half of one warrant, whereby each warrant entitles the holder thereto to purchase one INFINT Class A ordinary share at an exercise price of $11.50 per share, sold in the INFINT IPO; and
  
“warrants” means the warrants included in the units issued in the INFINT IPO, each of which is exercisable for one INFINT Class A ordinary share, in accordance with its terms.

 

Unless specified otherwise, “$,” “USD,” “US$” and “U.S. dollar” each refers to the United States dollar.

 

Defined terms in the financial statements contained in this proxy statement/prospectus have the meanings ascribed to them in the financial statements.

 

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Cautionary Note Regarding Forward-Looking Statements

 

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, but are not limited to, statements that relate to expectations regarding future financial performance, business strategies or expectations for INFINT’s business, and the timing and INFINT’s ability to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

 

INFINT’s ability to consummate the Business Combination;
   
the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;
   
New Seamless’ ability to maintain the listing of its securities on NYSE following the Business Combination;
   
the expected benefits of the Business Combination;
   
the future financial and operational performance of, and anticipated financial impacts on, Seamless following the Business Combination;
   
changes adversely affecting the business in which Seamless is engaged;
   
Seamless’ business strategy and plans; and
   
general economic conditions.

 

Forward-looking statements can often be identified by the use of words such as “anticipate,” “appear,” “approximate,” “believe,” “continue,” “could,” “estimate,” “expect,” “foresee,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “would” or similar expressions or the negative thereof.

 

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and INFINT and Seamless managements’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of INFINT, Seamless and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing INFINT’s or Seamless’ views as of any subsequent date. INFINT does not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

 

INFINT shareholders should not place undue reliance on these forward-looking statements in deciding how to vote (or instruct the voting of) their shares in connection with the Business Combination. As a result of a number of known and unknown risks and uncertainties, New Seamless’ actual results or performance may be materially different from those expressed or implied by these forward-looking statements. See the section entitled “Risk Factors” of this proxy statement/prospectus for additional information. Some factors that could cause actual results to differ include:

 

the risk that the Business Combination may not be completed in a timely manner or at all;
   
the risk that the Business Combination may not be completed by INFINT’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by INFINT;
   
the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the business combination agreement by the shareholders of INFINT, the satisfaction of the minimum trust account amount following redemptions by INFINT’s public shareholders and the receipt of certain governmental and regulatory approvals;

 

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the lack of a fairness opinion in determining whether or not to pursue the Business Combination;
   
the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement;
   
the effect of the announcement or pendency of the Business Combination on Seamless’ business relationships, performance, and business generally;
   
risks that the Business Combination disrupts current plans and operations of Seamless as a result;
   
the outcome of any legal proceedings that may be instituted against Seamless, INFINT or others related to the business combination agreement or the Business Combination;
   
the ability to meet NYSE listing standards at or following the consummation of the Business Combination;
   
the ability to recognize the anticipated benefits of the Business Combination, which may be affected by a variety of factors, including changes in the competitive and highly regulated industries in which Seamless operates, variations in performance across competitors and partners, changes in laws and regulations affecting Seamless’ business and the ability of Seamless and the post-combination company to retain its management and key employees;
   
the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination;
   
the risk that Seamless may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services;
   
the ability to attract new partners, merchants and users and retain existing partners, merchants and users in order to continue to expand;
   
Seamless’ ability to integrate its services with a variety of operating systems, networks and devices;
   
the risk that Seamless will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;
   
the risk that the post-combination company experiences difficulties in managing its growth and expanding operations;
   
the risk of product liability or regulatory lawsuits or proceedings relating to Seamless’ business;
   
the risk of cyber security or foreign exchange losses;
   
the risk that Seamless is unable to secure or protect its intellectual property;
   
the effects of COVID-19 or other public health crises on Seamless’ business and results of operations and the global economy generally; and
   
costs related to the Business Combination.

 

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Questions and Answers

 

The questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly asked questions, which are grouped into the following two categories: (1) Questions and Answers About the Business Combination; and (2) Questions and Answers About the Meeting and the Proposals to be Presented at the Meeting. The following questions and answers may not include all the information that is important to INFINT’s shareholders. INFINT shareholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, to fully understand the Business Combination and the voting procedures for the Meeting.

 

Questions and Answers About the Business Combination

 

Q:Why am I receiving this proxy statement/prospectus?
  
A:INFINT shareholders are being asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the transactions contemplated thereby, including the merger, among other proposals. INFINT has entered into the Business Combination Agreement providing for, among other things, the merger of Merger Sub with and into Seamless, with Seamless continuing as the surviving corporation and becoming a wholly owned subsidiary of INFINT. In connection with Closing, INFINT will change its name to “Currenc Group Inc.” You are being asked to vote on the Business Combination. This proxy statement/prospectus and its annexes contain important information about the Business Combination and the other matters to be acted upon at the Meeting.

 

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

 

Q:Why is INFINT proposing the Business Combination?
  
A:INFINT was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

In November 2021, INFINT consummated the INFINT IPO and a total of approximately $203 million was placed in the trust account. Since the INFINT IPO, INFINT’s activity has been limited to the evaluation of business combination candidates, including Seamless, and negotiating and executing the Business Combination Agreement and the related agreements as described herein.

 

Seamless is an exempted company duly incorporated under the laws of the Cayman Islands. Seamless is a leading operator of global money transfer services in Southeast Asia. It operates a remittance business principally through Tranglo, which is a leading platform and service provider of cross-border payment processing capabilities worldwide and also a leading international airtime transfer operator in Southeast Asia, and a retail airtime business in Indonesia through WalletKu.

 

Based on its due diligence investigations of Seamless and the industry in which it operates, including the financial and other information provided by Seamless in the course of their negotiations in connection with the Business Combination Agreement, INFINT believes that Seamless is uniquely positioned in the money remittance market to continue to broaden its capabilities, enabling the Seamless platform to expand to further depths globally.

 

As a result, INFINT believes that a business combination with Seamless will provide INFINT’s shareholders with an opportunity to participate in the ownership of a company with significant growth potential. See the section entitled “Proposal 1 — The Business Combination Proposal — The INFINT Board’s Recommendation and Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

 

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Q:Following the Business Combination, what will happen to INFINT’s securities?
  
A:INFINT’s units and Class A ordinary shares are listed on NYSE under the symbols “IFIN.U” and “IFIN,” respectively. Upon consummation of the Business Combination, INFINT will have a single-class share capital structure with New Seamless ordinary shares carrying voting rights in the form of one vote per share. The New Seamless ordinary shares and warrants will be listed on NYSE under the symbols “CRCG” and “CRCG.WS,” respectively. INFINT will not have units traded on NYSE following the consummation of the Business Combination and such units will automatically be separated into their component securities without any action needed to be taken on the part of the holders. INFINT warrant holders and those shareholders who do not elect to have their INFINT Class A ordinary shares redeemed need not deliver their INFINT Class A ordinary shares or warrant certificates to INFINT or to INFINT’s transfer agent and they will remain outstanding.
  
Q:What will Seamless Shareholders receive in the Business Combination?
  
A:Seamless Shareholders are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration (the “Aggregate Transaction Consideration”) in the form of 40,000,000 New Seamless ordinary shares, which is equal to the quotient obtained by dividing Seamless Value by $10.00. The number of New Seamless ordinary shares each Seamless ordinary share will be converted to (the “Conversion Rate”) equals to the quotient obtained by dividing the Aggregate Transaction Consideration by the number of issued and outstanding Seamless ordinary shares at the merger effective time. Given that the Aggregate Transaction Consideration is 40,000,000 New Seamless ordinary shares, based on 58,030,000 Seamless ordinary shares issued and outstanding as of April 17, 2024, the Conversion Rate would equal to approximately 0.6893. The Conversion Rate is expected to fluctuate and is negatively related to the number of issued and outstanding Seamless ordinary shares at the merger effective time. For example, if the number of issued and outstanding Seamless ordinary shares increases at the merger effective time, the Conversion Rate will decrease proportionally. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Merger Consideration” of this proxy statement/prospectus for additional information.
  
Q:What equity stake will current shareholders of INFINT and Seamless hold in New Seamless after the closing?
  
A:Upon the consummation of the Business Combination the ownership of New Seamless will be as follows:

 

Assuming No Redemption

 

Assuming Maximum Redemption

The Seamless Shareholders will own 40,000,000 New Seamless ordinary shares, representing approximately 79.08% of the total New Seamless ordinary shares outstanding.   The Seamless Shareholders will own 40,000,000 New Seamless ordinary shares, representing approximately 84.74% of the New Seamless ordinary shares outstanding.
     
INFINT public shareholders will own 4,747,021 New Seamless ordinary shares, representing approximately 9.39% of the total New Seamless ordinary shares outstanding.   INFINT public shareholders will own 1.372,589 New Seamless ordinary shares, representing approximately 2.91% of the total New Seamless ordinary shares outstanding.
     
The Sponsor will beneficially own 5,733,084 New Seamless ordinary shares, representing approximately 11.33% of the total New Seamless ordinary shares outstanding.   The Sponsor will beneficially own 5,733,084 New Seamless ordinary shares, representing approximately 12.14% of the total New Seamless ordinary shares outstanding.
     
The Underwriters will beneficially own 99,999 New Seamless ordinary shares, representing approximately 0.20% of the total New Seamless ordinary shares outstanding.   The Underwriters will beneficially own 99,999 New Seamless ordinary shares, representing approximately 0.21% of the total New Seamless ordinary shares outstanding.

 

The number of shares and percentage interests set forth above are based on a number of assumptions, including scenarios under which (1) none of INFINT’s public shares are redeemed and (2) the maximum number of redemptions by public shareholders that would enable INFINT to have at least $5,000,001 of net tangible assets immediately before the Business Combination is consummated. The foregoing shares and percentages also do not include any New Seamless shares issuable upon the exercise of existing INFINT warrants. See the section entitled “Summary — Impact of the Business Combination on New Seamless’ Public Float and Dilution to Public Shareholders” of this proxy statement/prospectus for an illustration of the number of shares and percentage interests outstanding under scenarios that assume redemptions of public shares in amounts of 10% and 50%. If the actual facts differ from our assumptions, the number of shares and percentage interests set forth above will be different.

 

Q:How do the public warrants differ from the private placement warrants and what are the related risks for any public warrant holders post business combination?
  
A:The public warrants are identical to the private placement warrants in material terms and provisions, except that the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except in limited circumstances). With respect to the private warrants held by the underwriters, for so long as such warrants are held by the underwriters, such warrants will not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a part in accordance with FINRA Rule 5110(f)(2)(G)(i). Our initial shareholders have agreed not to transfer, assign or sell any of the private warrants (including the ordinary shares issuable upon exercise of any of these warrants) until the date that is 30 days after the date we complete our initial business combination, except in limited circumstances.

 

Following the closing, New Seamless has the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of New Seamless ordinary shares equals or exceeds $18.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 trading-day period commencing once the warrants become exercisable and ending on the third trading day prior to the date on which New Seamless gives proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by New Seamless, New Seamless may not exercise its redemption right if the issuance of New Seamless ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or it is unable to effect such registration or qualification. New Seamless will use its best efforts to register or qualify such ordinary shares under the blue sky laws of the state of residence in those states in which the warrants were offered. Redemption of the outstanding warrants could force you (1) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (2) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (3) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants.

 

Historical trading prices for our shares of common stock have varied between a low of approximately $9.86 per share on January 10, 2022 to a high of approximately $11.50 per share on April 17, 2024, but have not approached the $18.00 per share threshold for redemption (which, as described above, would be required for 20 trading days within a 30 trading-day period after they become exercisable and prior to their expiration, at which point the public warrants would become redeemable). In the event that INFINT elects to redeem all of the redeemable warrants as described above, INFINT will fix a date for the redemption.

 

Notice of redemption will be mailed by first class mail, postage prepaid, by us not less than 30 days prior to the redemption date to the registered holders of the public warrants to be redeemed at their last addresses as they appear on the registration books. Any notice mailed in the manner provided in the Warrant Agreement shall be conclusively presumed to have been duly given whether or not the registered holder received such notice. In addition, beneficial owners of the redeemable warrants will be notified of such redemption by our posting of the redemption notice to CST.

 

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Q:When will the Business Combination be completed?
  
A:Neither INFINT nor Seamless can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination not being completed at all. INFINT must first obtain the required approval by its shareholders and each of INFINT and Seamless must also first satisfy other closing conditions. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing” of this proxy statement/prospectus for additional information.
  
Q:What are the U.S. federal income tax consequences of exercising my redemption rights?
  
A:The receipt of cash by a U.S. Holder of INFINT Class A ordinary shares in redemption of such shares will be a taxable event for U.S. federal income tax purposes. Please see the discussion below under the caption “Proposal 1 — The Business Combination Proposal — U.S. Federal Income Tax Considerations —Exercise of Redemption Rights” for additional information. U.S. Holders of INFINT Class A ordinary shares considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.
  
Q:What are the U.S. federal income tax consequences to U.S. Holders (as defined below) of INFINT Class A ordinary shares and warrants as a result of the Business Combination?
  
A:Holders of INFINT Class A ordinary shares and warrants (which, after the change in corporate name, will constitute New Seamless ordinary shares and warrants) will retain INFINT ordinary shares and warrants in the Business Combination, will not receive any consideration in connection with the Business Combination and will not receive any additional INFINT ordinary shares or additional INFINT warrants in the Business Combination. As a result, there will be no material U.S. federal income tax consequences to U.S. Holders of INFINT ordinary shares and warrants as a result of the Business Combination. See “Proposal 1 — The Business Combination Proposal —U.S. Federal Income Tax Considerations.”
  
Q:What do I need to do now?
  
A:INFINT urges you to read carefully and consider the information contained in this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, and to consider how the Business Combination will affect you as a shareholder and/or warrant holder of INFINT. INFINT shareholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or other nominee.

 

Questions and Answers About the Meeting and the Proposals to be Presented at the Meeting

 

Q:When and where is the Meeting?
  
A:The Meeting will be held at [●], Eastern time, on [●], 2024 at 32 Broadway, Suite 401, New York, New York, and the Meeting can be accessed by visiting [●], where you will be able to listen to the Meeting live and vote during the Meeting.
  
Q:What is being voted on at the Meeting?
  
A:INFINT shareholders are being asked to vote to approve the following proposals: (1) the Business Combination Proposal; (2) the Articles Amendment Proposal; (3) the Share Issuance Proposal; (4) the Incentive Plan Proposal; (5) the Advisory Governance Proposals; and (6) if presented, the Adjournment Proposal.

 

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Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, and the Incentive Plan Proposal. The Advisory Governance Proposals and the Adjournment Proposal are not conditioned on the approval of any other proposals. If the Business Combination Proposal is not approved, none of the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal or the Advisory Governance Proposals will be presented to shareholders for a vote.

 

Q:Why is INFINT providing shareholders with the opportunity to vote on the Business Combination?
  
A:Under the current memorandum and articles of association, INFINT must provide all holders of its public shares with the opportunity to have their public shares redeemed upon the consummation of INFINT’s initial business combination either in conjunction with a tender offer or in conjunction with a shareholder vote. For business and other reasons, INFINT has elected to provide its shareholders with the opportunity to have their public shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, INFINT is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow public shareholders to effectuate redemptions of their public shares in connection with the closing of the Business Combination. The adoption of the Business Combination Agreement is required under Cayman Islands law and the approval of the Business Combination is required under the current memorandum and articles of association. In addition, such approval is also a condition to the closing of the Business Combination under the Business Combination Agreement.
  
Q:What constitutes a quorum at the Meeting?
  
A:A quorum will be present at the Meeting if a majority in par value of the outstanding INFINT ordinary shares entitled to vote as of the record date at the Meeting are represented in person, virtually or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The INFINT initial shareholders, who own approximately 5,833,083 INFINT ordinary shares (or 55.13%) of the issued and outstanding INFINT ordinary shares as of the record date, will count towards this quorum. As of the record date, at least 5,290,053 INFINT ordinary shares would be required to achieve a quorum.
  
Q:What vote is required to approve each proposal presented at the Meeting?
  
A:Proposal 1 — The Business Combination Proposal: The approval of the Business Combination Proposal will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of a simple majority of the issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. In other words, assuming all shareholders entitled to attend and vote at the Meeting do so, the approval of the Business Combination Proposal will require the affirmative vote of the holders of at least 5,290,052 issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting.

 

Proposal 2 — The Articles Amendment Proposal: The approval of the Articles Amendment Proposal will require two special resolutions under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of at least two-thirds of the issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting, one of which (namely, the special resolution to approve the amended memorandum and articles of association) must include the affirmative vote of the holders of a simple majority of the holders of INFINT Class B ordinary shares. Notwithstanding the approval of the Articles Amendment Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Articles Amendment Proposal will not be effected. In other words, assuming all shareholders entitled to attend and vote at the Meeting do so, the approval of the Articles Amendment Proposal will require two affirmative votes of the holders of at least 7,053,403 issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting, one of which (namely, the vote to approve the amended memorandum and articles of association) must include the affirmative vote of the holders of at least 2,916,543 INFINT Class B ordinary shares.

 

Proposal 3 — The Share Issuance Proposal: The approval of the Share Issuance Proposal will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of a simple majority of the issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. In other words, assuming all shareholders entitled to attend and vote at the Meeting do so, the approval of the Share Issuance Proposal will require the affirmative vote of the holders of at least 5,290,052 issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. Notwithstanding the approval of the Share Issuance Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Share Issuance Proposal will not be effected.

 

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Proposal 4 — The Incentive Plan Proposal: The approval of the Incentive Plan Proposal will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of a simple majority of the issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. In other words, assuming all shareholders entitled to attend and vote at the Meeting do so, the approval of the Incentive Plan Proposal will require the affirmative vote of the holders of at least 5,290,052 issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. If the Business Combination Proposal is not approved, the Incentive Plan Proposal will not be presented to shareholders for a vote. Notwithstanding the approval of the Incentive Plan Proposal, if the Business Combination is not consummated for any reason, the actions contemplated by the Incentive Plan Proposal will not be effected.

 

Proposal 5 — The Advisory Governance Proposals: The approval of the Advisory Governance Proposals (on the advisory basis) will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of a simple majority of the issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. In other words, assuming all shareholders entitled to attend and vote at the Meeting do so, the approval of the Advisory Governance Proposals will require the affirmative vote of the holders of at least 5,290,052 issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. Notwithstanding the approval of the Advisory Governance Proposals, if the Business Combination is not consummated for any reason, the actions contemplated by the Advisory Governance Proposals will not be effected.

 

Proposal 6 — The Adjournment Proposal: The approval of the Adjournment Proposal, if presented, will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of a simple majority of the issued and outstanding INFINT ordinary shares that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. In other words, assuming all shareholders entitled to attend and vote at the Meeting do so, the approval of the Adjournment Proposal, if presented, will require an ordinary resolution under the Companies Act and the current memorandum and articles of association, being the affirmative vote of the holders of at least 5,290,052 issued and outstanding INFINT ordinary shares are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting.

 

The INFINT initial shareholders have agreed to vote their INFINT ordinary shares in favor of each of these proposals. As of the record date, the INFINT initial shareholders beneficially owned an aggregate of 5,833,083 INFINT ordinary shares, or 55.13% of the outstanding INFINT ordinary shares.

 

Q:How many votes do I have at the Meeting?
  
A:INFINT shareholders are entitled to one vote on each of the proposals at the Meeting for each ordinary share held of record as of [●], 2024, the record date for the Meeting. As of the close of business on the record date, there were [●] INFINT ordinary shares outstanding, of which [●] were Class A ordinary shares and [●] were Class B ordinary shares.
  
Q:What happens if I sell my Class A ordinary shares before the Meeting?
  
A:The record date for the Meeting is earlier than the date of the Meeting and earlier than the date the Business Combination is expected to be completed. If you transfer your Class A ordinary shares after the applicable record date, but before the Meeting date, you will retain your right to vote at the Meeting. However, you will not be able to seek redemption of your Class A ordinary shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination. If you transfer your Class A ordinary shares prior to the record date, you will have no right to vote those shares at the Meeting or redeem those shares for a pro rata portion of the proceeds held in our trust account.
  
Q:Does the Sponsor and/or any of the other initial shareholders have interests in the Business Combination Proposal and the other proposals that may differ from or be in addition to the interests of INFINT’s shareholders?
  
A:In considering the recommendation of the INFINT Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, the Sponsor and INFINT’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of INFINT shareholders generally. The INFINT Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby, including the merger, be adopted and approved by INFINT shareholders. Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

 

The Sponsor owns 5,733,084 Class B ordinary shares and the Underwriters own 99,999 Class B ordinary shares, which were initially acquired prior to the INFINT IPO for an aggregate purchase price of $25,100 and INFINT’s directors and officers have pecuniary interests in the INFINT ordinary shares held by the Sponsor through their ownership interests in the Sponsor. The Class B ordinary shares held by the Sponsor will convert into an aggregate of 5,733,084 shares of INFINT Class A ordinary shares in accordance with the terms of the current memorandum and articles of association, and such securities will have a significantly higher value at the time of the Business Combination, estimated to be approximately $[●] million based on the closing price of $[●] per public share on NYSE on [●], 2024, the record date. The Sponsor may receive a positive return on its founder shares, even if public shareholders experience a negative return on their investment after consummation of the Business Combination.

 

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The Sponsor paid $7.8 million for 7,796,842 private warrants; if INFINT does not consummate an initial business combination by November 23, 2024, then the proceeds from the sale of the private warrants will be part of the liquidating distribution to the public shareholders and the private warrants held by the Sponsor will be worthless; the private warrants by the Sponsor had an aggregate market value of approximately $[●] million based upon the closing price of $[●] per warrant on OTC on [●], 2024.
   
The INFINT initial shareholders have agreed to waive their rights to liquidating distributions from the trust account with respect to the founder shares if INFINT fails to complete an initial business combination by November 23, 2024;
   
If the trust account is liquidated, including in the event INFINT is unable to complete an initial business combination within the required time period, the Sponsor has agreed that it will be liable to INFINT if and to the extent any claims by a third-party for services rendered or products sold to INFINT (other than Marcum LLP, INFINT’s independent registered public accounting firm), or a prospective target business with which INFINT had entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below: the lesser of (1) $10.00 per public share and or (2) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), except as to any claims by a third-party or prospective target business who executed a waiver of any and all rights to monies held in the trust account and except as to any claims under INFINT’s indemnity of the underwriters of the INFINT IPO against certain liabilities, including liabilities under the Securities Act.
   
Alexander Edgarov, INFINT’s chief executive officer and Eric Weinstein, chairman of the INFINT Board, will become directors of New Seamless after the Closing. As such, in the future each may receive any cash fees, stock options or stock awards that the post-combination board of directors determines to pay to its executive and non-executive directors;
   
It is anticipated that upon completion of the Business Combination and assuming no redemptions by INFINT public shareholders, the Sponsor will own approximately 11.33% of New Seamless. This level of ownership interest assumes: (a) that no INFINT public shareholder exercises redemption rights with respect to its shares for a pro rata portion of the funds in INFINT’s trust account and (b) no exercise of INFINT public warrants and INFINT private placement warrants.
   
INFINT’s officers and directors, and their affiliates, may be entitled to reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on INFINT’s behalf, such as identifying and investigating possible business targets and business combinations. However, if INFINT fails to consummate an initial business combination within the completion window, they will not have any claim against the trust account for reimbursement. Accordingly, INFINT may not be able to reimburse these expenses if the Business Combination or another initial business combination is not completed within the completion window.

 

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Eric Weinstein, chairman of the INFINT Board, has served as the Managing Director at JonesTrading from July 2022 until January 2023. JonesTrading served as the underwriter in the INFINT IPO and is entitled to receive deferred underwriting commission upon closing of the Business Combination. The total amount of the deferred underwriting commission that JonesTrading is entitled to receive upon closing of the Business Combination is $5,999,964. Mr. Weinstein’s compensation as the Managing Director of JonesTrading was not related to the consummation of the Business Combination or to deferred underwriting commission that would be payable to JonesTrading upon the consummation of the Business Combination.
   
 

The Sponsor transferred 69,999 Class B ordinary shares to EF Hutton and 30,000 Class B ordinary shares to JonesTrading as representative shares (the representative shares are deemed to be underwriter’s compensation by FINRA pursuant to Rule 5110 of the FINRA Manual). It is anticipated that upon completion of the Business Combination, if maximum of public INFINT Class A ordinary shares are redeemed, EF Hutton will retain ownership interest of approximately 0.15% in New Seamless, and JonesTrading will retain ownership of approximately 0.06%. If maximum INFINT Class A ordinary shares are redeemed and the 9,999,940 INFINT public warrants and 7,796,842 INFINT private placement warrants are exercised in full, EF Hutton will retain ownership of approximately 0.11% in New Seamless, and JonesTrading will retain ownership of approximately 0.05%.

 

See the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.

 

Q:Do I have redemption rights?
  
A:If you are a holder of public shares, you have the right to demand that INFINT redeem such shares for a pro rata portion of the cash held in the trust account, calculated as of two business days prior to the anticipated consummation of the Business Combination.

 

Notwithstanding the foregoing, a holder of public shares, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption with respect to more than 15% of the public shares. Accordingly, all public shares in excess of 15% of the INFINT Class A ordinary shares held by a public shareholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will not be redeemed.

 

The INFINT initial shareholders will not have redemption rights with respect to any INFINT ordinary shares owned by them in connection with the Business Combination.

 

Under the current memorandum and articles of association, the Business Combination may be consummated only if INFINT has at least $5,000,001 of net tangible assets after giving effect to all holders of INFINT Class A ordinary shares that properly demand redemption of their shares for cash.

 

Q:Will how I vote affect my ability to exercise redemption rights?
  
A:No. You may exercise your redemption rights whether you vote your INFINT Class A ordinary shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by shareholders who will redeem their INFINT Class A ordinary shares and no longer remain shareholders and the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemptions by public shareholders. With fewer INFINT Class A ordinary shares and public shareholders, the trading market for INFINT ordinary shares may be less liquid than the market for INFINT Class A ordinary shares prior to the Business Combination and INFINT may not be able to meet the listing standards of NYSE or another national securities exchange. In addition, with fewer funds available from the trust account, the capital infusion from the trust account into Seamless’ business will be reduced and the amount of working capital available to New Seamless following the Business Combination may be reduced. Your decision to exercise your redemption rights with respect to INFINT Class A ordinary shares will have no effect on warrants of INFINT you may also hold.
  
Q:How do I exercise my redemption rights?
  
A:Holders of units must elect to separate the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. Holders may instruct their broker to do so, or if a holder holds units registered in its own name, the holder must contact INFINT’s transfer agent directly and instruct them to do so. Public shareholders may elect to redeem all or a portion of their public shares even if they vote for the Business Combination Proposal.

 

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Any public shareholder will be entitled to demand that its public shares be redeemed for a full pro rata portion of the funds held in the trust account (which, for illustrative purposes, was approximately $[●] (or $[●] per public share) as of [●], 2024, the record date). Such amount, less any owed but unpaid taxes on the funds in the trust account, will be paid promptly upon consummation of the Business Combination. There are currently no owed but unpaid income taxes on the funds in the trust account. However, under Cayman Islands law, the proceeds held in the trust account could be subject to claims which could take priority over those of public shareholders exercising redemption rights, regardless of whether such holders vote for or against the Business Combination Proposal. Therefore, the per-share distribution from the trust account in such a situation may be less than originally anticipated due to such claims. Your vote on any proposal will have no impact on the amount you will receive upon exercise of your redemption rights.

 

Public shareholders seeking to have their public shares redeemed must demand, no later than 5:00 p.m., Eastern time, on [●], 2024 (two business days before the Meeting), that INFINT redeem your public shares for cash by: (1)(a) checking the box on the proxy or (b) submitting your request in writing to INFINT’s transfer agent; and (2) delivering your public shares to INFINT’s transfer agent (physically, or electronically using the Deposit/Withdrawal At Custodian (“DWAC”) system). If you hold the shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your public shares will not be redeemed. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering the share certificate (if any) together with the redemption forms through the DWAC system. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether or not to pass this cost on to the holder of the shares being redeemed.

 

If you wish to exercise your redemption rights but initially do not check the box on the proxy card providing for the exercise of your redemption rights and do not send a written request to INFINT to exercise your redemption rights, you may request that INFINT send you another proxy card on which you may indicate your intended vote or your intention to exercise your redemption rights.

 

Any request for redemption, once made by a public shareholder, may be withdrawn at any time up to the vote on the Business Combination Proposal. Furthermore, if a public shareholder delivered its certificate in connection with an election of its redemption and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that INFINT’s transfer agent return the certificate (physically or electronically).

 

Any corrected or changed proxy card must be received by INFINT’s transfer agent prior to the vote taken on the Business Combination Proposal at the Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent prior to the vote at the Meeting.

 

If a public shareholder properly makes a request for redemption and the public shares are delivered as described to INFINT’s transfer agent, then, if the Business Combination is consummated, INFINT will redeem these shares for a pro rata portion of funds deposited in the trust account. If you exercise your redemption rights, then you will be exchanging your Class A ordinary shares for cash.

 

See the section entitled “Proposal 1 — The Business Combination Proposal — U.S. Federal Income Tax Considerations” of this proxy statement/prospectus for a discussion of the material U.S. federal income tax considerations for public shareholders with respect to the exercise of these redemption rights. The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

 

Q: If I exercise my redemption rights, would I be able to retain my warrants?

 

A: Not without first separating the units. Holders of outstanding units must separate the underlying public shares and warrants prior to exercising redemption rights with respect to the public shares. To the extent a holder of the units elects to separate such units into the underlying public shares and warrants prior to exercising redemption rights with respect to such public shares, such holder’s redemption rights would apply in respect of the underlying public shares. With respect to the related warrants, the holder would retain such warrants (which, after the change in corporate name, will constitute New Seamless warrants) and each warrant will be subject to the same terms and conditions as were applicable to the corresponding warrant immediately prior to the merger effective time, except to the extent such terms or conditions are rendered inoperative by the Business Combination.

 

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Q:What happens if a substantial number of public shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
  
A:Unlike some other blank check companies which require public shareholders to vote against a Business Combination in order to exercise their redemption rights, public shareholders may vote in favor of the Business Combination and exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public shareholders are substantially reduced as a result of redemption by public shareholders.

 

However, the Business Combination will not be consummated if, immediately before the consummation of the Business Combination, INFINT does not have at least $5,000,001 of net tangible assets after giving effect to payment of amounts that INFINT will be required to pay to redeeming shareholders immediately before consummation of the Business Combination. Also, with fewer public shares and public shareholders, the trading market for New Seamless’ ordinary shares may be less liquid than the market for INFINT’s ordinary shares were prior to the Business Combination and New Seamless may not be able to meet the listing standards for NYSE or another national securities exchange. In addition, with fewer funds available from the trust account, the working capital infusion from the trust account into Seamless’ business will be reduced.

 

Q:Do I have appraisal or dissenters’ rights if I object to the proposed Business Combination?
  
A:No. There are no appraisal or dissenters’ rights available to holders of INFINT ordinary shares or warrants in connection with the Business Combination. The Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and INFINT has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.
  
Q:What happens to the funds deposited in the trust account after consummation of the Business Combination?
  
A:The net proceeds of the INFINT IPO and the sale of the private warrants were placed in the trust account immediately following the INFINT IPO. After consummation of the Business Combination, the funds in the trust account will be used to pay public shareholders who exercise redemption rights, to pay fees and expenses incurred in connection with the Business Combination and for working capital and general corporate purposes of New Seamless.
  
Q:What happens if the Business Combination is not completed?
  
A:If INFINT does not complete the Business Combination with Seamless for whatever reason, INFINT would search for another target business with which to complete a business combination. If INFINT does not complete the Business Combination with Seamless or another target business by November 23, 2024 or amend the current memorandum and articles of association to extend the date by which INFINT must complete an initial business combination, INFINT must redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then held in the trust account (excluding interest earned and dissolution expenses) divided by the number of outstanding INFINT Class A ordinary shares. The INFINT initial shareholders have no redemption rights in the event a business combination is not effected in the required time period and, accordingly, the founder shares and private warrants will be worthless if no business combination is effected by INFINT by November 23, 2024. Additionally, in the event of such liquidation, there will be no distribution with respect to INFINT’s outstanding warrants. Accordingly, the warrants will be worthless.

 

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Q:How do the INFINT initial shareholders intend to vote on the proposals?
  
A:The INFINT initial shareholders beneficially own and are entitled to vote an aggregate of 5,833,083 INFINT ordinary shares (or 55.13% of the outstanding INFINT ordinary shares as of the record date). The INFINT initial shareholders have agreed to vote any INFINT ordinary shares held by them as of the record date in favor of the proposals. The Sponsor and INFINT’s directors and officers may have interests in the business combination that may conflict with your interests as a shareholder generally. See the sections entitled “Summary — Interests of Certain Persons in the Business Combination,” and “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.
  
Q:How do I vote?
  
A:If you are a holder of record of INFINT ordinary shares as of the record date, you may submit your proxy before the Meeting in any of the following ways, if available:

 

use the toll-free number shown on your proxy card;
   
visit the website shown on your proxy card to vote via the Internet; or
   
complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.
   
Shareholders who choose to participate in the Meeting can vote their shares in person or electronically during the Meeting via live audio webcast by visiting https://www.                . You will need the control number that is printed on your proxy card to enter the Meeting.
   
If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” shareholders who wish to vote at the Meeting will need to obtain a proxy form from their broker, bank or other nominee.

 

Q:May I change my vote after I have mailed my signed proxy card?
  
A:Yes. If you are a record owner of your shares and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

 

you may send another proxy card with a later date;
   
you may notify INFINT in writing before the Meeting that you have revoked your proxy; or
   
you may attend the Meeting, in person or virtually, revoke your proxy, and vote at the Meeting or online, as indicated above.
   
If your shares are held in “street name” or are in a margin or similar account, you should contact your broker for information on how to change or revoke your voting instructions.
   
If you are a shareholder of record and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or your new proxy to INFINT Acquisition Corporation, 32 Broadway, Suite 401, New York, New York 10004, and it must be received at any time before the vote is taken at the Meeting. Any proxy that you submitted may also be revoked by submitting a new proxy by mail, or online or by telephone, not later than when the polls for voting close during the Meeting on [●], 2024, or by voting in person or online at the Meeting. Simply attending the Meeting will not revoke your proxy.

 

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Q:If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
  
A:If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to INFINT or by voting online at the Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

 

Under the rules of various national securities exchanges, brokers who hold shares in “street name” for a beneficial owner of those shares typically have the authority to vote in their discretion on “routine” proposals when they have not received instructions from beneficial owners. However, brokers are not permitted to exercise their voting discretion with respect to the approval of matters that are “non-routine” without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the Meeting are “non-routine” matters and therefore, INFINT does not expect there to be any broker non-votes at the Meeting.

 

If you are an INFINT shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, the Advisory Governance Proposals or the Adjournment Proposal. The failure of your broker to vote will not count as votes cast at the Meeting and, therefore, will not have any impact on the proposals presented at the Meeting.

 

Q:What if I attend the Meeting and abstain or do not vote?
  
A:For purposes of the Meeting, an abstention occurs when a shareholder attends the Meeting either in person or online and does not vote or returns a proxy with an “abstain” vote.

 

If you are an INFINT shareholder that attends the Meeting in person or virtually and fails to vote on the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposals, the Incentive Plan Proposal, the Advisory Governance Proposals or the Adjournment Proposal, or if you respond to such proposals with an “abstain” vote, your failure to vote or “abstain” vote will have no effect on the vote count for such proposals.

 

Q:What happens if I fail to take any action with respect to the Meeting?
  
A:If you fail to take any action with respect to the Meeting and the Business Combination is approved by INFINT shareholders, the Business Combination will be consummated in accordance with the terms of the Business Combination Agreement. If you fail to take any action with respect to the Meeting and the Business Combination is not approved, INFINT will not consummate the Business Combination.
  
Q:What will happen if I sign and return my proxy card without indicating how I wish to vote?
  
A:If you sign and return your proxy card without indicating how to vote on any particular proposal, the INFINT ordinary shares represented by your proxy will be voted as recommended by the INFINT Board with respect to that proposal.
  
Q:What should I do if I receive more than one set of voting materials?
  
A:Shareholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you shall receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you shall receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your ordinary shares.

 

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Q:Who will solicit and pay the cost of soliciting proxies for the Meeting?
  
A:INFINT is soliciting proxies on behalf of the INFINT Board. INFINT will pay the cost of soliciting proxies for the Meeting. INFINT has engaged Morrow to assist in the solicitation of proxies for the Meeting. INFINT has agreed to pay Morrow a fee of $[●], plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. INFINT will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of ordinary shares for their expenses in forwarding soliciting materials to beneficial owners of the ordinary shares and in obtaining voting instructions from those owners. INFINT’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
  
Q:Who can help answer my questions?
  
A:If you have questions about the proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact INFINT’s proxy solicitor:

 

Individuals, please call toll-free: (800) 662-5200
Banks and brokerage, please call: (203) 658-9400
Email: IFIN.info@investor.morrowsodali.com

 

To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the Meeting. You may also obtain additional information about us from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information” of this proxy statement/prospectus.

 

If you are a holder of public shares and you intend to seek redemption of your public shares, you will need to deliver your shares (either physically or electronically) to INFINT’s transfer agent at the address below prior to 5:00 p.m., Eastern time, at least two business days prior to the Meeting. See the section entitled “The Extraordinary General Meeting of INFINT Shareholders — Redemption Rights” of this proxy statement/prospectus for additional information.

 

If you have questions regarding the certification of your position or delivery of your shares for redemption, please contact INFINT’s transfer agent as follows:

 

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Phone: [●]
Toll-Free: [●]
Email: [●]

 

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Summary

 

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the Meeting, including the Business Combination Proposal, whether or not you plan to attend the Meeting, you should read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, and the section entitled “Risk Factors.” The terms and conditions of the Business Combination are contained in the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the Business Combination Agreement carefully, as it is the legal document that governs the Business Combination. See the section entitled “Where You Can Find More Information” in this proxy statement/prospectus.

 

Parties to the Business Combination

 

INFINT Acquisition Corporation

 

INFINT Acquisition Corporation is a blank check company formed as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

 

On November 23, 2021, INFINT consummated the INFINT IPO of 17,391,200 units at $10.00 per unit and the sale of 7,032,580 private warrants at a price of $1.00 per warrant in a private placement (the “Private Placement”) to the Sponsor that closed simultaneously with the closing of the INFINT IPO. INFINT has listed its units on NYSE. On November 23, 2021, the underwriters exercised their over-allotment option in full, according to which INFINT consummated the sale of an additional 2,608,680 units, at $10.00 per unit, and the sale of an additional 764,262 private warrants, at $1.00 per private warrant. Following the closing of the over-allotment option, INFINT generated total gross proceeds of $207,795,642 from the INFINT IPO and the Private Placement, of which INFINT raised $199,998,800 in the INFINT IPO, $7,796,842 in the Private Placement and of which $202,998,782 was placed in INFINT’s trust account established in connection with the IPO.

 

On February 14, 2023, INFINT shareholders approved an amendment to INFINT’s memorandum and articles of association, to extend the date by which it has to consummate a Business Combination from February 23, 2023 to August 23, 2023 (or such earlier date as determined by the INFINT Board). Under Cayman Islands law, the amendment to the memorandum and articles of association took effect upon approval of the proposal to amend the memorandum and articles of association. In connection with the votes to approve the proposal to amend the memorandum and articles of association, the holders of 10,415,452 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.49 per share, for an aggregate redemption amount of approximately $109.31 million, leaving approximately $100.59 million in INFINT’s trust account as of February 14, 2023.

 

On August 18, 2023, INFINT shareholders approved an amendment to INFINT’s memorandum and articles of association, to extend the date by which it has to consummate a Business Combination from August 23, 2023 to February 23, 2024, or such earlier date as determined by INFINT Board (such later date, the “Second Extended Date,” and such proposal, the “Second Extension Proposal”). In connection with the votes to approve the Second Extension Proposal, the holders of 2,176,003 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.94 per share, for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in INFINT’s trust account as of August 18, 2023.

 

On February 16, 2024, INFINT shareholders approved an amendment to INFINT’s memorandum and articles of association, to extend the date by which it has to consummate a Business Combination from February 23, 2024 to November 23, 2024, or such earlier date as determined by INFINT Board (such later date, the “Third Extended Date,” and such proposal, the “Third Extension Proposal”). In connection with the votes to approve the Third Extension Proposal, the holders of 2,661,404 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.36 per share, for an aggregate redemption amount of approximately $30.26 million, leaving approximately $53.97 million in INFINT’s trust account as of February 16, 2024.

 

INFINT’s units and Class A ordinary shares are listed on NYSE under the symbols “IFIN.U” and “IFIN,” respectively. The mailing address of INFINT’s principal executive office is 32 Broadway, Suite 401, New York, New York 10004. The telephone number of INFINT’s principal executive office is (212) 287-5010.

 

FINTECH Merger Sub Corp.

 

FINTECH Merger Sub Corp., a Cayman Islands exempted company and wholly owned subsidiary of INFINT, was formed solely for the purpose of effecting the merger with Seamless described herein. Merger Sub owns no material assets and does not operate any business.

 

The mailing address of Merger Sub’s principal executive office is 32 Broadway, Suite 401, New York, New York 10004. The telephone number of Merger Sub’s principal executive office is (212) 287-5010.

 

Seamless Group Inc.

 

Seamless is one of the leading operators of global money transfer services in Southeast Asia. It operates a remittance business principally through Tranglo, which is a Malaysia-based leading platform and service provider of cross-border payment processing capabilities worldwide and also a leading international airtime transfer operator in Southeast Asia, and a retail airtime business in Indonesia through WalletKu.

 

Seamless’ business model is highly scalable and transferrable to other geographic markets. The knowledge it has gained from building its operations in Southeast Asia has helped it to understand the pain points faced by individuals and merchants in Asian markets, as well as to facilitate the development of its infrastructure, product and compliance processes, allowing it to rapidly replicate and build up its business across its core markets.

 

 

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Tranglo’s global remittance business provides a single unified application programming interface for licensed banks and money service operators and acts as a one-stop settlement agent for cross-border money transfer, offering customers the ability to transfer money and process payments globally. Tranglo has built an extensive payout network across more than 70 countries covering more than 5,000 banks and 35 e-Wallet operators, while serving 143 corporate customers as of December 31, 2023, and it processed approximately 11.0 million transactions with a total value of $4.54 billion for the year ended December 31, 2023.

 

Tranglo also operates an international airtime transfer business, acting as a switching platform provider for telecom airtime transfer and wholesale reseller of foreign airtime. Tranglo’s proprietary technology enables customers to request for a variety of recharge options, including support for both pin and pinless airtime transfers. It operates one of the biggest airtime transfer networks in the world, serving more than 500 telecommunication operators in 150 countries as of December 31, 2023.

 

WalletKu provides retail airtime purchases and internet data top-up to mobile telecommunication users in the Indonesian market. WalletKu also allows users to make bill payments and other cash top-up and money transfers, including through its proprietary WalletKu app. As of December 31, 2023, WalletKu had approximately 131,000 merchant and individual users, more than 2,500 active users for WalletKu Digital and 2,600 active users for WalletKu Indosat. WalletKu is an authorized distributor for the second largest Indonesia telecommunication provider, Indosat Ooredoo Hutchison, and manages two of the 100+ cluster areas designated by Indosat.

 

WalletKu provides E-Money services by co-branding with PT E2Pay Global Utama, a registered E-Money services provider in Indonesia, allowing WalletKu to provide financial services to the unbanked population in Indonesia and act as a remittance platform for users to send and receive money domestically and, leveraging Seamless’ platform, internationally.

 

Prior to the Closing, pursuant to the Business Combination Agreement, Seamless will spin-out, carve-out, divest or transfer all of the equity interests that it owns in (a) TNG Asia, (b) FNTI and (c) GEA (such spin-outs, carve-outs, divestitures or transfers, the “Divestitures”) such that, upon consummation of the Divestitures, TNG Asia, FNTI and GEA will no longer be subsidiaries of, or controlled by, Seamless. See the section entitled “Proposal 1 — The Business Combination Proposal — The Business Combination Agreement – Divestitures” of this proxy statement/prospectus for additional information.

 

The following table summarizes the pro forma effect on the revenue and net loss of Seamless of: (a) the Divestitures, (b) the acquisition of an additional ownership share in Dynamic Indonesia Holdings, Ltd. and its subsidiaries and (c) the conversion of Seamless’ convertible bonds to ordinary shares of Seamless for the years ended December 31, 2023, 2022 and 2021.

 

Selected Historical, Unaudited Historical and Unaudited Pro Forma Condensed Statements of Operations

 

  

Year ended

December 31, 2023

   

Year ended

December 31, 2022

  Year ended December 31, 2021  
   Historical     Pro Forma     Historical   Pro Forma    Historical     Pro Forma  
                                         
Total revenue  $ 53,255,361     $ 45,807,826     $55,500,917   $57,256,319    $ 57,501,370     $ 70,422,368  
Net loss  $ (14,417,786 )   $ (6,240,731 )   $(15,725,713)  $(6,928,260)   $ (12,885,300 )   $ 2,070,325  
Net income to noncontrolling interests  $ (888,764 )   $ (888,764 )   $(952,422)  $(891,171)   $ (1,963,899 )   $ (1,780,985 )
Net loss to controlling interest  $ (15,306,550 )   $ (7,129,495 )   $(16,678,135)  $(7,819,431)   $ (14,849,199 )   $ 289,340  

 

This summary pro forma data has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information included in the sections entitled “Summary Unaudited Pro Forma Condensed Combined Financial Information” and “Unaudited Pro Forma Condensed Combined Financial Information” in this proxy statement/prospectus and the accompanying notes thereto.

 

Historically, Seamless has derived its revenue from operations centered in Malaysia, Indonesia and Hong Kong, but servicing transactions and customers located throughout Southeast Asia. Following the Divestitures, Seamless’ operations will be based in Malaysia and Indonesia. Through Tranglo, Seamless’ Malaysian-based business operates a wholesale remittance network servicing transactions between more than 70 countries, serving more than 5,000 bank partners, 35 eWallets, 130,000 cash pick-up points and 143 corporate clients, and processing approximately 11.0 million transactions with a total value of $4.54 billion for the year ended December 31, 2023. A majority of Tranglo’s remittance revenue is derived from transactions for customers in Hong Kong, Singapore and the Republic of South Korea. The predominate portion of Tranglo’s Hong Kong related revenue is derived from two customers, TNG Asia and GEA, which are currently subsidiaries of Seamless and, while they will be divested by Seamless immediately prior to Business Combination, are expected to remain customers after the Divestitures. See the sections entitled “Seamless’ Business — Seamless’ Mission – Tranglo Global Remittance Business” and “Proposal 1 — The Business Combination Proposal – The Business Combination Agreement – Divestitures” of this proxy statement/prospectus for additional information. 

 

The mailing address of Seamless’ principal executive office is 410 North Bridge Road, SPACES City Hall, Singapore 188726. The telephone number of Seamless’ principal executive office is 65 6407 7362.

 

The Business Combination

 

The Business Combination Agreement

 

On August 3, 2022, INFINT entered into the Business Combination Agreement with Merger Sub and Seamless. The Business Combination Agreement was unanimously approved by the INFINT Board. If the Business Combination Agreement is approved by INFINT’s shareholders (and the other closing conditions are satisfied or waived in accordance with the Business Combination Agreement), and the transactions contemplated by the Business Combination Agreement are consummated, Merger Sub will merge with and into Seamless, with Seamless surviving the merger as a wholly owned subsidiary of INFINT. Capitalized terms used in this “Summary – the Business Combination Agreement” section but not otherwise defined herein have the meanings given to them in the Business Combination Agreement.

 

Merger Consideration

 

At the merger effective time, each Seamless ordinary share outstanding as of immediately prior to the merger effective time will be converted into a right to receive a number of New Seamless ordinary shares. Seamless Shareholders are expected to receive $400,000,000 (“Seamless Value”) in aggregate consideration (the “Aggregate Transaction Consideration”) in the form of 40,000,000 New Seamless ordinary shares, which is equal to the quotient obtained by dividing Seamless Value by $10.00. The number of New Seamless ordinary shares each Seamless ordinary share will be converted to (the “Conversion Rate”) equals to the quotient obtained by dividing the Aggregate Transaction Consideration by the number of issued and outstanding Seamless ordinary shares at the merger effective time. Given that the Aggregate Transaction Consideration is 40,000,000 New Seamless ordinary shares, based on 58,030,000 Seamless ordinary shares issued and outstanding as of April 17, 2024, the Conversion Rate would equal to approximately 0.6893. The Conversion Rate is expected to fluctuate and is negatively related to the number of issued and outstanding Seamless ordinary shares at the merger effective time. For example, if the number of issued and outstanding Seamless ordinary shares increases at the merger effective time, the Conversion Rate will decrease proportionally.

 

At the effective time, by virtue of the merger:

 

all shares of Seamless issued and outstanding immediately prior to the effective time will be canceled and converted into the right to receive, in accordance with the terms of the Business Combination Agreement and the Payment Spreadsheet (as defined in the Business Combination Agreement), the number of New Seamless ordinary shares set forth in the Payment Spreadsheet;

 

 

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Seamless options that are outstanding immediately prior to the effective time, whether vested or unvested, will be converted into options to purchase New Seamless ordinary shares (such options, the “Exchanged Options”) in accordance with the terms of the Company Equity Plan (as defined in the Business Combination Agreement), the Business Combination Agreement and the Payment Spreadsheet. Following the effective time, the Exchanged Options will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless option(s) immediately prior to the effective time.
   
the Seamless restricted stock unit awards (“RSUs”) that are outstanding immediately prior to the effective time will be converted into restricted stock unit awards to purchase New Seamless ordinary shares (such restricted stock unit awards, the “Exchanged RSUs”) in accordance with the terms of the Company Equity Plan, the Business Combination Agreement and the Payment Spreadsheet. Following the effective time, the Exchanged RSUs will continue to be governed by the same terms and conditions (including vesting and exercisability terms) as were applicable to the corresponding former Seamless RSUs immediately prior to the effective time.

 

Proxy Statement/Prospectus and INFINT Shareholder Meeting

 

As promptly as practicable after the availability of certain required financial statements of Seamless, if applicable, INFINT and Seamless will prepare and file with the SEC a Registration Statement on Form S-4, which will include a proxy statement/prospectus that will be used as a proxy statement to be used in connection with the extraordinary general meeting of the INFINT shareholders to be held to consider approval and adoption of (i) the Business Combination Agreement and the transactions contemplated therein, (ii) the issuance of New Seamless ordinary shares as contemplated by the Business Combination Agreement, (iii) the INFINT third amended and restated memorandum and articles and (iv) any other proposals the parties deem necessary or desirable to effectuate the transactions contemplated by the Business Combination Agreement (collectively, the “INFINT Proposals”).

 

INFINT Extension Proposal

 

Pursuant to the Business Combination Agreement, Seamless and INFINT agreed that unless the Business Combination Agreement will have otherwise been terminated in accordance with its terms or the INFINT Extension Funding Amount (as defined in the Business Combination Agreement) will have been deposited into INFINT’s trust account, if INFINT determines in good faith and in consideration of all relevant factors that it is probable that the Business Combination will be consummated after November 23, 2022 but prior to February 23, 2023 (and INFINT provides notice of such determination in writing to Seamless), then INFINT will call an extraordinary general meeting of its shareholders regarding the INFINT Extension Proposal (as defined in the Business Combination Agreement), to be held prior to November 23, 2022 (the “Outside Date”), and the parties will cooperate with the preparation, filing and mailing of proxy materials to be sent to the INFINT shareholders seeking approval of the INFINT Extension Proposal; provided, however, that such INFINT Extension Proposal will not seek to amend the INFINT organizational documents to extend the time period for INFINT to consummate a business combination beyond February 23, 2023.

 

 

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Seamless Headquarters

 

Prior to the Closing, Seamless will be required to relocate its headquarters from Hong Kong to a jurisdiction that is mutually agreed to by INFINT and Seamless, it being agreed that Singapore is an acceptable jurisdiction to the parties (the “Headquarters Relocation”). Seamless begun the process of relocating of its headquarters to Singapore in June 2022 by leasing an office in Singapore and intends to complete the relocation before the Closing. Seamless believes the Headquarter Relocation will allow it to be closer to the Southeast Asian markets it serves and better focus on developing its business-to-consumer (“B2C”) offerings in the Southeast Asian markets.

 

Representations, Warranties and Covenants of Seamless, INFINT and Merger Sub

 

The Business Combination Agreement contains customary representations, warranties and covenants of (a) INFINT, (b) Merger Sub and (c) Seamless relating to, among other things, their ability to enter into the Business Combination Agreement and their respective outstanding capitalization. Seamless and INFINT have also agreed to customary “no shop” and interim operating covenants and obligations.

 

Conditions to Closing

 

The obligations of the parties (or, in some cases, some of the parties) to consummate the Business Combination are subject to the satisfaction or waiver of certain customary conditions to closing, including, among other things, conditions as described below.

 

The obligations of INFINT, Seamless and Merger Sub to consummate the Business Combination, including the merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

 

  receipt of all pre-closing approvals or clearances reasonably required under any applicable antitrust laws;
  after giving effect to the Business Combination, INFINT having at least $5,000,001 of net tangible assets;
  approval by the required shareholders of Seamless and INFINT of the Business Combination Agreement and the Business Combination
  the absence of any law enacted or order issued or threatened in writing by a governmental authority having the effect of restricting or making the transactions contemplated by the Business Combination Agreement illegal or otherwise prohibiting, restricting or making illegal the consummation of the transactions contemplated by the Business Combination Agreement;
  approval for the listing on the NYSE of the New Seamless ordinary shares to be issued in connection with the Business Combination; and
  the performance or compliance in all material respects by the parties with all the agreements and covenants required to be performed by such party under the Business Combination Agreement on or prior to the Closing Date.

 

The obligations of INFINT and Merger Sub to consummate the Business Combination, including the merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

 

  the absence of any material adverse effect, or any change or effect that, individually or in the aggregate would result in a material adverse effect with respect to Seamless and its subsidiaries, taken as a whole, since the date of the Business Combination Agreement or is reasonably likely to prevent or materially delay the ability of Seamless to consummate the transactions contemplated under the Business Combination Agreement; and
  completion of the Divestitures, including termination of contracts relating to the Divestitures, Headquarter Relocation and conversion by Seamless of certain convertible bonds and option deeds, including receipt of required consent from Noble Tack International Limited.

 

The obligations of Seamless to consummate the Business Combination, including the merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

 

  the absence of any material adverse effect, or any change or effect that, individually or in the aggregate would result in a material adverse effect with respect to INFINT and its subsidiaries, taken as a whole, since the date of the Business Combination Agreement or is reasonably likely to prevent or materially delay the ability of INFINT to consummate the transactions contemplated under the Business Combination Agreement; and
  the resignation of certain officers and directors of INFINT.

 

Termination

 

The Business Combination Agreement may be terminated by the parties under certain circumstances prior to the Closing, including, among others:

 

by mutual written consent of INFINT and Seamless;
   
by either INFINT or Seamless if the Business Combination has not occurred prior to the Outside Date; provided that the Outside Date will automatically be extended, without any further action by any party, to (i) February 23, 2023 if the INFINT Extension Funding Amount will have been deposited into INFINT’s trust account or (ii) as provided in the Extension Proposal if it will have been approved by the INFINT shareholders; provided that the Business Combination Agreement may not be terminated by any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained therein and such breach or violation is the principal cause of the failure of a closing condition on or prior to the Outside Date;

 

 

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by either INFINT or Seamless if the consummation of the transactions contemplated by the Business Combination Agreement is permanently restricted, enjoined or prohibited by the terms of a final, non-appealable order issued by governmental authority;
   
by either INFINT or Seamless if any of the INFINT Proposals will fail to receive the required shareholder approval;
   
by INFINT if Seamless will have failed to deliver the required shareholder approval within one hour of the execution and delivery of the Business Combination Agreement;
   
by INFINT if Seamless is in breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement such that the applicable conditions of Seamless would not be satisfied; provided that INFINT had not waived the breach and INFINT and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement (subject to certain notice and cure rights and formalities set forth therein);
   
by Seamless if INFINT and Merger Sub are in breach of any representation, warranty, covenant or agreement set forth in the Business Combination Agreement such that the applicable conditions of INFINT or Merger Sub would not be satisfied; provided that Seamless had not waived the breach and is not then in material breach of its representations, warranties, covenants or agreements in the Business Combination Agreement (subject to certain notice and cure rights and formalities set forth therein);
   
by INFINT if certain required financial statements will not have been delivered to INFINT by Seamless on or before not later than fifteen (15) days from the date of the Business Combination Agreement;
   
by INFINT if, after thirty-five (35) days from the date that the draft Registration Statement was confidentially submitted to the SEC or the Registration Statement was filed with the SEC, as applicable, INFINT reasonably and in good faith believes that it will not be in a position to distribute the Proxy Statement with an effective Registration Statement to the INFINT shareholders as a direct or indirect result of the potential conflict with the investment mandate set forth in INFINT’s prospectus in connection with the INFINT IPO (“IPO Prospectus”); or
   
by INFINT if the Registration Statement has not been declared or become effective by October 9, 2022 and INFINT reasonably and in good faith believes that it will not be in a position to distribute the Proxy Statement with an effective Registration Statement to the INFINT shareholders as a direct or indirect result of the potential conflict with the investment mandate set forth in the IPO Prospectus.

 

Effect of Termination

 

If the Business Combination Agreement is terminated, the entire Business Combination Agreement will become void and there will be no liability under the Business Combination Agreement on the part of any party except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto.

 

 

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Expenses; Termination Fee

 

All transaction expenses will be paid by the party incurring such transaction expenses, except that (i) Seamless will pay: (a) all expenses relating to all SEC and other regulatory filing fees incurred in connection with the Business Combination, (b) all expenses incurred in connection with printing, mailing and soliciting proxies with respect to the Proxy Statement and Registration Statement (including the cost of all copies thereof and any amendments thereof or supplements thereto), (c) expenses incurred in connection with any filings with or approvals from the NYSE in connection with the Business Combination and (d) expenses relating to the filing fees for any approvals or clearances required under any antitrust laws; in each case as such expenses will be incurred or otherwise be due and payable. In addition, if (A) the PCAOB Audited Financials (as defined in the Business Combination Agreement) shall not have been delivered to INFINT by Seamless on or before fifteen (15) days from the date of the Business Combination Agreement, (B) certain third-party approvals will not have been timely obtained by Seamless or (C) INFINT determines in good faith and in consideration of all relevant factors that it is probable that the Business Combination will not be consummated prior to the Outside Date as a result of any action or inaction of Seamless and/or any of its representatives, including prior to the date of the Business Combination Agreement (collectively, the “Seamless Caused INFINT Extension Items”) and, as a result thereof, INFINT determines to call a meeting of the INFINT shareholders in order to approve the INFINT Extension Proposal (as defined in the Business Combination Agreement), Seamless will pay for all third-party costs and expenses (including attorneys’ fees and expenses) incurred by INFINT in connection with such meeting of the INFINT shareholders, including the costs of preparing, filing and mailing a proxy statement in connection therewith. In addition to the foregoing, (a) if INFINT determines (in its sole discretion) not to call a meeting of the INFINT shareholders to approve the INFINT Extension Proposal, (y) any of the Seamless Caused INFINT Extension Items have occurred, and (c) INFINT and the Sponsor instead agree to deposit the INFINT Extension Funding Amount into the trust account, then INFINT will provide written notice of INFINT’s intent to do so and Seamless will deposit or procure the deposit of the INFINT Extension Funding Amount into the trust account prior to the Outside Date.

 

In addition to the foregoing, (a) if INFINT terminates the Business Combination Agreement pursuant to Section 9.01(i) of the Business Combination Agreement, Seamless will pay INFINT, by wire transfer of immediately available funds within two (2) business days after such termination, an amount equal to the INFINT Extension Funding Amount as a termination fee; and (b) if INFINT terminates the Business Combination Agreement pursuant to Section 9.01(j) of the Business Combination Agreement, Seamless will pay INFINT, by wire transfer of immediately available funds within two (2) business days after such termination, an amount equal to two times (2x) the INFINT Extension Funding Amount as a termination fee.

 

A copy of the Business Combination Agreement is filed with this proxy statement/prospectus as Annex A and is incorporated herein by reference. The foregoing description of the Business Combination Agreement is qualified in its entirety by reference to the full text of the Business Combination Agreement. The Business Combination Agreement is included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about INFINT, Seamless, Merger Sub or the other parties thereto. In particular, the assertions embodied in representations and warranties by INFINT, Seamless, and Merger Sub contained in the Business Combination Agreement are qualified by information in the disclosure schedules provided by the parties in connection with the signing of the Business Combination Agreement. These disclosure schedules contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the Business Combination Agreement. Moreover, certain representations and warranties in the Business Combination Agreement were used for the purpose of allocating risk between the parties, rather than establishing matters as facts. Accordingly, investors and security holders should not rely on the representations and warranties in the Business Combination Agreement as characterizations of the actual state of facts about INFINT, Seamless or Merger Sub.

 

Amendments to the Business Combination Agreement

 

On October 20, 2022, Seamless, INFINT and Merger Sub entered into an amendment to the Business Combination Agreement (“Amendment No. 1”) to, amongst other matters, amend and restate: (1) Section 7.18 of the Business Combination Agreement to amend the extension time period for the permitted shareholder proposal for INFINT to consummate an initial business combination (the “Extension Proposal”) from February 23, 2023 to March 23, 2023; (2) Section 9.01(b) of the Business Combination Agreement to amend the last date on which INFINT must complete an initial business combination, if the Extension Proposal is approved, from February 23, 2023 to March 23, 2023; and (3) Section 9.03(a) of the Business Combination Agreement to provide that, subject to other conditions, if INFINT decides not to call an extraordinary general meeting to approve the Extension Proposal, or if the Extension Proposal is not approved in such a meeting, INFINT should provide written notice to Seamless and Seamless should deposit or procure the deposit of funds into INFINT’s trust account necessary under INFINT’s organization documents to extend the time period by which INFINT shall complete its initial business combination by an additional three months.

 

In accordance with the provisions of INFINT’s amended and restated memorandum and articles of association and Section 9.03(a) of the Business Combination Agreement, on November 22, 2022, Seamless deposited additional funds in the amount of $2,999,982 to INFINT’s trust account to automatically extend the date by which INFINT must consummate a business combination from November 23, 2022 to February 23, 2023.

 

On November 29, 2022, Seamless, INFINT and Merger Sub entered into a second amendment to the Business Combination Agreement (“Amendment No. 2”) to amend and restate: (1) Section 7.23 of the Business Combination Agreement to eliminate the requirement of Seamless to cause the conversion or exchange an exchangeable bond for shares of Seamless; and (2) Section 8.02(m) of the Business Combination Agreement to eliminate such conversion or exchange as a condition to the Closing.

 

On February 20, 2023, Seamless, INFINT and Merger Sub entered into a third amendment to the Business Combination Agreement (“Amendment No. 3”) to, amongst other matters, amend and restate: (1) Section 7.18 of the Business Combination Agreement to provide that INFINT can call an extraordinary general meeting of its shareholders regarding the INFINT Extension Proposal (as such term is defined in the Business Combination Agreement) to be held prior to August 23, 2023, if INFINT determines in good faith and in consideration of all relevant factors that it is probable that the business combination will not be consummated prior to August 23, 2023 and provides proper notice to Seamless; (2) Section 9.01(b) of the Business Combination Agreement to amend the last date on which INFINT must complete the business combination, from February 23, 2023 to August 23, 2023 (the “Current Outside Date”) provided that the Current Outside Date will be automatically extended, without any further action by any party, upon approval by the INFINT shareholders of the INFINT Extension Proposal; and (3) Section 9.03(a) of the Business Combination Agreement to provide that Seamless will pay (i) expenses (including attorneys’ fees and expenses) incurred by INFINT in connection with the extraordinary general meeting of the INFINT shareholders held on February 14, 2023 in order to approve the INFINT Extension Proposal, including (A) expenses related to preparing, filing and mailing a proxy statement, (B) 50% of the expenses (x) of the proxy solicitor in connection with such meeting and (y) related to INFINT’s directors’ and officers’ liability insurance coverage in connection with such extension, and (C) contributions required to be made to INFINT’s trust account on February 23, 2023 and the 23rd day of each subsequent calendar month until August 23, 2023 in the amount of the lesser of (1) $290,000 and (2) $0.06 per public share multiplied by the number of public shares outstanding on such applicable date (collectively, the “INFINT Extension Proposal Costs”), and (ii) if INFINT determines in good faith and in consideration of all relevant factors that it is probable that the business combination will not be consummated prior to August 23, 2023 and, as a result thereof, INFINT determines to call a meeting of the INFINT shareholders in order to approve the INFINT Extension Proposal, all of the INFINT Extension Proposal Costs in connection with such subsequent shareholder meeting and such INFINT Extension Proposal.

 

In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $290,000 were deposited by Seamless to INFINT’s trust account on February 21, 2023, and the required contributions were deposited on or before the 23rd day of each subsequent calendar month into the trust account until August 23, 2023 or such earlier date that the board determines to liquidate INFINT or the date an initial business combination is completed.

 

On August 18, 2023, INFINT shareholders approved an amendment to INFINT’s memorandum and articles of association, to extend the date by which it has to consummate a Business Combination from August 23, 2023 to the Second Extended Date. Under Cayman Islands law, the amendment to the memorandum and articles of association took effect upon approval of the proposal to amend the memorandum and articles of association. In connection with the votes to approve the Second Extension Proposal, the holders of 2,176,003 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.94 per share (the “August 2023 Redemption”), for an aggregate redemption amount of approximately $23.8 million, leaving approximately $81.1 million in INFINT’s trust account as of August 18, 2023. After the August 2023 Redemption, INFINT had 7,408,425 Class A shares outstanding and potentially redeemable in the future.

 

On February 16, 2024, INFINT shareholders approved an amendment to INFINT’s memorandum and articles of association, to extend the date by which it has to consummate a Business Combination from February 23, 2024 to the Third Extended Date. Under Cayman Islands law, the amendment to the memorandum and articles of association took effect upon approval of the proposal to amend the memorandum and articles of association. In connection with the votes to approve the Third Extension Proposal, the holders of 2,661,404 Class A ordinary shares of INFINT properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.36 per share (the “February 2024 Redemption”), for an aggregate redemption amount of approximately $30.26 million, leaving approximately $53.97 million in INFINT’s trust account as of February 16, 2024. After the February 2024 Redemption, INFINT had 4,747,021 Class A shares outstanding and potentially redeemable in the future. In accordance with the Business Combination Agreement, as amended, additional funds in the amount of $80,000 were deposited by Seamless to the trust account on February 20, 2024, and the required contributions will continue to be deposited on or before the 23rd day of each subsequent calendar month into the trust account until the Third Extended Date or the date an initial business combination is completed.

 

Ancillary Agreements

 

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the agreements. The full text of the ancillary documents, or forms thereof, are filed as annexes to this proxy statement/prospectus or as exhibits to this proxy statement/prospectus of which this proxy statement/prospectus forms a part, and the following descriptions are qualified in their entirety by the full text of such annexes and exhibits. INFINT shareholders and other interested parties are urged to read such ancillary documents in their entirety prior to voting on the proposals presented at the general meeting.

 

Shareholder Support Agreement

 

Concurrently with the execution of the Business Combination Agreement, INFINT, Seamless Shareholders and Seamless entered into the Shareholder Support Agreement, pursuant to which, among other things, such Seamless Shareholders party thereto agreed to (a) vote their Seamless shares in support and favor of the Business Combination Agreement, the Business Combination and all other matters or resolutions that could reasonably be expected to facilitate the Business Combination, (b) waive any dissenters’ rights in connection with the Transactions, (c) not transfer their respective Seamless shares and (d) terminate the Seamless’ shareholders’ agreement at or prior to the Closing.

 

 

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Sponsor Support Agreement

 

Concurrently with the execution of the Business Combination Agreement, Sponsor, INFINT and Seamless had entered into the Sponsor Support Agreement, pursuant to which, among other things, Sponsor agreed to (a) vote at the INFINT shareholders’ Meeting in favor of the Business Combination Agreement and the Business Combination, (b) abstain from redeeming any Sponsor founder shares in connection with the Business Combination, and (c) waive certain anti-dilution provisions contained in INFINT Memorandum and Articles (as defined in the Business Combination Agreement).

 

Registration Rights Agreement

 

At the Closing, INFINT and certain Seamless Shareholders and INFINT shareholders party thereto (such shareholders, the “Holders”) will enter into the Registration Rights Agreement, pursuant to which, among other things, INFINT will be obligated to file a registration statement to register the resale of certain New Seamless ordinary shares held by the Holders. The Registration Rights Agreement will also provide the Holders with “piggy-back” registration rights, subject to certain requirements and customary conditions.

 

Lock-Up Agreement

 

At the Closing, INFINT will enter into individual Lock-Up Agreements with each of certain Seamless Shareholders (each, a “Locked-Up Shareholder”) pursuant to which, among other things, the New Seamless ordinary shares held by each Locked-Up Shareholder will be locked-up for a period ending on the earlier of (A) six (6) months following the Closing and (B) the date after the Closing on which INFINT consummates a liquidation, merger, capital stock exchange, reorganization, or other similar transaction with an unaffiliated third party that results in all of INFINT’s shareholders having the right to exchange their INFINT Shares for cash, securities, or other property.

 

Impact of the Business Combination on New Seamless’ Public Float and Dilution to Public Shareholders

 

It is anticipated that, upon completion of the Business Combination; (1) the Sponsor will have a beneficial ownership interest of approximately 11.33% of the outstanding ordinary shares of New Seamless; (2) INFINT public shareholders will retain an ownership interest of approximately 9.39% of the outstanding ordinary shares of New Seamless; (3) the former Seamless Shareholders (excluding Alexander Kong) will own approximately 24.9% of the outstanding ordinary shares of New Seamless; (4) Alexander Kong will own approximately 54.19% of the outstanding ordinary shares of New Seamless; (5) EF Hutton will have a beneficial ownership interest of approximately 0.14% of the outstanding ordinary shares of New Seamless and (6) JonesTrading will have a beneficial ownership interest of approximately 0.06% of the outstanding ordinary shares of New Seamless. These levels of ownership interest: (a) exclude the impact of the INFINT Class A ordinary shares underlying warrants; (b) assume that no public shareholder exercises redemption rights with respect to its public shares for a pro rata portion of the funds in the trust account; (c) solely for the purpose of illustration, assume conversion of Seamless’ convertible bonds to ordinary shares of Seamless as of June 30, 2024; (d) assume divestitures of TNG Asia, FNTI and GEA to its existing shareholders and the related buyback of Seamless ordinary shares; and (e) assume the issuance of all shares under the Seamless Incentive Plan, which shares have been reserved under the Seamless Incentive Plan and are a part of the Aggregate Consideration. See the sections entitled “Unaudited Pro Forma Condensed Combined Financial Information” and “Proposal 4 — The Incentive Plan Proposal” of this proxy statement/prospectus for additional information.

 

The following tables illustrate varying ownership levels in New Seamless, assuming no redemptions by public shareholders, 10% redemptions by public shareholders, 50% redemptions by public shareholders and the maximum redemptions by public shareholders, with the percentage of outstanding shares based on New Seamless ordinary shares and further assuming: (a) solely for the purpose of illustration, conversion of Seamless’ convertible bonds to ordinary shares of Seamless as of June 30, 2024, (b) the divestitures of TNG Asia, FNTI and GEA to its existing shareholders and the related buyback of Seamless ordinary shares and (c) the issuance of all shares under the Seamless Incentive Plan, which shares have been reserved under the Seamless Incentive Plan and are a part of the Aggregate Consideration:

 

   No Exercise of Warrants   Full Exercise of Warrants 
Pro Forma Ownership (No Redemption)(1)  New Seamless
ordinary shares
  

% of Outstanding

shares

   New Seamless
ordinary shares
  

% of Outstanding

shares

 
Public shareholders   4,747,021    9.39    8,358,110    14.66 
Sponsor(5)   5,733,084    11.33    8,548,610    15 
EF Hutton(6)   69,999    0.14    69,999    0.12 
JonesTrading(6)(7)   30,000    0.06    30,000    0.05 
Existing Seamless Shareholders (excluding Alexander Kong)   12,592,000    24.9    12,592,000    22.09 
Alexander Kong(8)   27,408,000    54.19    27,408,000    48.08 

 

 

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   No Exercise of Warrants   Full Exercise of Warrants 
Pro Forma Ownership (10% Redemption)(2)  New Seamless
ordinary shares
  

% of Outstanding

shares

   New Seamless
ordinary shares
  

% of Outstanding

shares

 
Public shareholders   4,272,319    8.53    7,883,408    13.95 
Sponsor(5)   5,733,084    11.44    8,548,610    15.12 
EF Hutton(6)   69,999    0.14    69,999    0.12 
JonesTrading(6)(7)   30,000    0.06    30,000    0.05 
Existing Seamless Shareholders (excluding Alexander Kong)   12,592,000    25.13    12,592,000    22.27 
Alexander Kong(8)   27,408,000    54.7    27,408,000    48.48 

 

   No Exercise of Warrants   Full Exercise of Warrants 
Pro Forma Ownership (50% Redemption)(3)  New Seamless
ordinary shares
  

% of Outstanding

shares

   New Seamless
ordinary shares
  

% of Outstanding

shares

 
Public shareholders   2,373,511    4.92    5,984,600    10.95 
Sponsor(5)   5,733,084    11.89    8,548,610    15.65 
EF Hutton(6)   69,999    0.15    69,999    0.13 
JonesTrading(6)(7)   30,000    0.06    30,000    0.05 
Existing Seamless Shareholders (excluding Alexander Kong)   12,592,000    26.12    12,592,000    23.05 
Alexander Kong(8)   27,408,000    56.86    27,408,000    50.17 

 

    No Exercise of Warrants     Full Exercise of Warrants  
Pro Forma Ownership (Maximum Redemption)(4)   New Seamless
ordinary shares
   

% of Outstanding

shares

    New Seamless
ordinary shares
   

% of Outstanding

shares 

 
Public shareholders     1,372,589       2.91       4,983,678       9.29  
Sponsor(5)     5,733,084      

12.14

      8,548,610       15.94  
EF Hutton(6)     69,999       0.15       69,999       0.13  
JonesTrading(6)(7)     30,000       0.06       30,000       0.06  
Existing Seamless Shareholders (excluding Alexander Kong)     12,592,000       26.67       12,592,000       23.48  
Alexander Kong(8)     27,408,000       58.06       27,408,000       51.10  

 

 

(1) The ownership percentage with respect to New Seamless does not take into account the redemption of any shares by Seamless public shareholders
   
(2) Assumes redemption of 10% of public shares (474,702 public shares) using a per-share redemption price of $11.36.
   
(3) Assumes redemption of 50% of public shares (2,373,511 public shares) using a per-share redemption price of $11.36.
   
(4) Assumes maximum redemption of public shares (3,374,432 public shares) using a per-share redemption price of $11.36
   
(5)

INFINT’s directors, officers and an affiliate of JonesTrading have pecuniary interests in the New Seamless ordinary shares held by the Sponsor through their ownership interests in the Sponsor.

   
(6)

Assumes no shares purchased in the open market.

   
(7)

Does not include any securities held by the Sponsor in which JonesTrading has an economic interest.

   
(8) Includes: (a) 26,919,000 New Seamless shares held by Regal Planet Limited, (b) 152,000 New Seamless shares to be held by Mr. Kong personally and (c) 337,000 New Seamless shares that will be vested to Mr. Kong pursuant to Seamless Incentive Plan upon consummation of the Business Combination.

 

 

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INFINT’s public shareholders that do not elect to redeem their Class A ordinary shares will experience significant dilution as a result of the proposed Business Combination. The INFINT public shareholders currently own 44.87% of INFINT’s ordinary shares. As noted in the above table, if no public shareholders redeem their Class A ordinary shares in the proposed Business Combination, the INFINT public shareholders will go from owning 44.87% of INFINT’s ordinary shares prior to the Business Combination to owning 9.39% of New Seamless’ ordinary shares, and INFINT’s public shareholders will own 8.53%, 4.92% and 2.91% respectively, assuming 10%, 50% and the maximum number of the INFINT Class A ordinary shares are redeemed in connection with the proposed Business Combination, respectively. The table below shows the further dilution that will be experienced by INFINT’s public shareholders assuming no new issuances of securities by New Seamless after the proposed Business Combination in the following scenarios:

 

   No Redemptions   10% Redemption   50% Redemptions   Maximum Redemptions 
Assuming all INFINT public warrants are exercised for cash after the proposed Business Combination   21.57%   21.02%   18.75%   17.5%

 

Upon consummation of the Business Combination, Alexander Kong, New Seamless’ chairman of the board, will beneficially own as much as 58.06% of the issued and outstanding ordinary shares, depending on the number of shares redeemed by INFINT’s public shareholders in the transaction. As a result, he will have substantial influence over New Seamless’ business, including significant corporate actions such as mergers, consolidations, sales of all or substantially all of its assets, election of directors and other significant corporate actions.  

 

Deferred Underwriting Commissions as a Percentage of Post-Redemption Shares

 

The following table illustrates effective deferred underwriting commissions per ordinary share payable upon the completion of the Business Combination, assuming the no redemption, 10% redemption, 50% redemption, and maximum redemption scenarios (and excludes any shares issuable upon the exercise of Public Warrants, Private Placement Warrants, the Exchanged Options, and certain convertible bonds and option deeds of Seamless, in the amount of shares):

 

   No Redemption   10% Redemption   50% Redemption   Maximum Redemption 
Public shares   4,747,021(1)   4,272,319(2)   2,373,511(3)   1,372,589(4)
Deferred underwriting commission  $5,999,964   $5,999,964   $5,999,964   $5,999,964 
Deferred underwriting commission (shares) at $11.36 per share   528,166    528,166    528,166    528,166 
Deferred underwriting commissions as a percentage of post-redemption shares   11.1%   12.4%   22.3%   38.5%

 

(1)Represents 4,747,021 INFINT public shares.
(2)Represents 4,272,319 INFINT public shares.
(3)Represents 2,373,511 INFINT public shares.
(4)Represents 1,372,589 INFINT public shares.

 

New Seamless’ Board of Directors

 

Following the closing, the New Seamless board of directors will consist of five directors, which will be divided into three classes (Class I, II and III) with Class I consisting of one director, Class II consisting of two directors and Class III consisting of two directors. Pursuant to the Business Combination Agreement, the New Seamless board of directors will consist of Class I director Eric Weinstein, Class II directors Eng Ho Ng and Kanagaraj Lorenz, and Class III directors Alexander King Ong Kong and Alexander Edgarov.

 

The Extraordinary General Meeting

 

Date, Time and Place of the Meeting

 

The Meeting will be held at [●]., Eastern time, on [●], 2024 at 32 Broadway, Suite 401, New York, New York, and via live webcast at [●], to consider and vote upon the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, the Advisory Governance Proposals and, if presented, the Adjournment Proposal.

 

Voting Power; Record Date

 

INFINT has fixed the close of business on [●], 2024, as the record date for determining INFINT shareholders entitled to notice of and to attend and vote at the Meeting. As of the close of business on the record date, there were 10,580,104 INFINT ordinary shares outstanding and entitled to vote, of which 4,747,021 are INFINT Class A ordinary shares and 5,833,083 are INFINT Class B ordinary shares. As of the close of business on the record date, 5,833,083 INFINT ordinary shares were held by the INFINT initial shareholders. Each INFINT ordinary share is entitled to one vote per share at the Meeting. The INFINT initial shareholders have agreed to vote their INFINT ordinary shares in favor of each of the proposals being presented at the Meeting.

 

Quorum and Vote of INFINT Shareholders

 

A quorum will be present at the Meeting if a majority of the outstanding INFINT ordinary shares entitled to vote as of the record date at the Meeting are represented in person, virtually or by proxy. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, are not treated as votes cast and will have no effect on any of the proposals. The INFINT initial shareholders, who own approximately 5,833,083 INFINT ordinary shares (or 55.13%) of the issued and outstanding INFINT ordinary shares as of the record date, will count towards this quorum. As of the record date, at least 5,290,053 INFINT ordinary shares would be required to achieve a quorum.

 

Approval of each of the Business Combination Proposal, the Share Issuance Proposal, the Advisory Governance Proposals and the Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a majority of the issued ordinary shares of INFINT that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting. Approval of the Articles Amendment Proposal requires two special resolutions, being the affirmative vote of the holders of at least a two-thirds majority of the issued ordinary shares of INFINT that are present in person or represented by proxy and entitled to vote thereon and who vote at the Meeting, one of which (namely, the special resolution to approve the amended memorandum and articles of association) must include the affirmative vote of the holders of a simple majority of the holders of INFINT Class B ordinary shares. If presented, approval of the Adjournment Proposal requires an ordinary resolution.

 

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Consummation of the Business Combination is conditioned on the approval of each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, and the Incentive Plan Proposal. The Adjournment Proposal and the Advisory Governance Proposals are not conditioned on the approval of any other proposal. If the Business Combination Proposal is not approved, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal and the Advisory Governance Proposals will not be presented to the shareholders for a vote.

 

Proposals to be Submitted at the Meeting

 

Proposal 1 — The Business Combination Proposal

 

A proposal to adopt and approve the Business Combination Agreement, certain related agreements and the transactions contemplated thereby, including the merger. See the section entitled “Proposal 1 — The Business Combination Proposal” and the Business Combination Agreement, which is attached as Annex A, of this proxy statement/prospectus for additional information.

 

Proposal 2 — The Articles Amendment Proposal

 

Proposals to approve and adopt (1) the name change from INFINT Acquisition Corporation to Currenc Group Inc. and (2) the proposed memorandum and articles of association to replace the current memorandum and articles of association and to vote on separate proposals to approve, on a non-binding advisory basis, certain material differences between the proposed memorandum and articles of association and the current memorandum and articles of association. See the section entitled “Proposal 2 — The Articles Amendment Proposal” and the proposed memorandum and articles of association, which is attached as Annex B, of this proxy statement/prospectus for additional information.

 

Proposal 3 — The Share Issuance Proposal

 

A proposal to approve, assuming the Business Combination Proposal is approved and adopted, for the purposes of complying with the applicable listing rules of NYSE, the issuance of 40,000,000 New Seamless ordinary shares to the shareholders of Seamless pursuant to the terms of the Business Combination Agreement. See the section entitled “Proposal 3 — The Share Issuance Proposal” of this proxy statement/prospectus for additional information.

 

Proposal 4 — The Incentive Plan Proposal

 

A proposal to approve and adopt, assuming the Business Combination Proposal is approved and adopted, the New Seamless Incentive Plan, established to be effective after the closing to assist New Seamless in retaining the services of eligible employees, to secure and retain the services of new employees and to provide incentives for such persons to exert maximum efforts for New Seamless’ success. See the section entitled “Proposal 4 — The Incentive Plan Proposal” and the New Seamless Incentive Plan, which is attached as Annex C, of this proxy statement/prospectus for additional information.

 

Proposal 5 — The Advisory Governance Proposals

 

Proposals to approve and adopt, assuming the Business Combination Proposal is approved and adopted, that on a non-binding advisory basis, certain governance provisions contained in the amended memorandum and articles of association, being presented in accordance with the requirements of the U.S. Securities and Exchange Commission. See the section entitled “Proposal 5 — The Advisory Governance Proposals” and the proposed memorandum and articles of association, which is attached as Annex B, of this proxy statement/prospectus for additional information.

 

Proposal 6 — The Adjournment Proposal

 

If necessary, a proposal to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to authorize INFINT to consummate the Business Combination (because the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal or the Advisory Governance Proposals is not approved or INFINT would have less than $5,000,001 of net tangible assets immediately prior to the closing after taking into account the public shareholders that have properly elected to redeem their public shares). See the section entitled “Proposal 6 — The Adjournment Proposal” of this proxy statement/prospectus for additional information.

 

 

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Redemption Rights

 

Public shareholders may seek to redeem their public shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. Any public shareholder holding public shares may demand that INFINT redeem such shares for a full pro rata portion of the trust account (which, for illustrative purposes, was $[●] per share as of [●], 2024, the record date), calculated as of two business days prior to the anticipated consummation of the Business Combination. If a public shareholder properly seeks redemption as described in this proxy statement/prospectus and the Business Combination with Seamless is consummated, INFINT will redeem these shares for a pro rata portion of funds deposited in the trust account and the holder will no longer own these shares following the Business Combination.

 

Public shareholders seeking to have their public shares redeemed must demand, no later than 5:00 p.m., Eastern time, on [●], 2024 (two business days before the Meeting), that INFINT redeem your public shares for cash by: (1)(a) checking the box on the proxy or (b) submitting your request in writing to INFINT’s transfer agent; and (2) delivering your public shares to INFINT’s transfer agent (physically, or electronically using the DWAC system). If you hold the shares in “street name,” you will have to coordinate with your bank, broker or other nominee to have your shares certificated or share certificates (if any) together with the redemption notices delivered electronically. If you do not submit a written request and deliver your share certificates as described above, your public shares will not be redeemed. See the section entitled “The Extraordinary General Meeting of INFINT Shareholders — Redemption Rights” of this proxy statement/prospectus for additional information.

 

Appraisal or Dissenters’ Rights

 

No appraisal or dissenters’ rights available are to holders of INFINT ordinary shares or warrants in connection with the Business Combination.

 

The Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and INFINT has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represents the fair value of those shares.

 

Proxy Solicitation

 

Proxies may be solicited by mail, telephone or in person. INFINT has engaged Morrow to assist in the solicitation of proxies. If a shareholder grants a proxy, it may still vote its shares during the Meeting if it revokes its proxy before the Meeting. A shareholder may also change its vote by submitting a later-dated proxy as described in the section entitled “The Extraordinary General Meeting of INFINT Shareholders — Revoking Your Proxy” of this proxy statement/prospectus for additional information.

 

Recommendation of the INFINT Board to INFINT Shareholders

 

The INFINT Board unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of INFINT and its shareholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its shareholders for approval at the Meeting on the date and at the time and place set forth in this proxy statement/prospectus. The INFINT Board recommends that INFINT shareholders vote “FOR” each of the Business Combination Proposal, the Articles Amendment Proposal, the Share Issuance Proposal, the Incentive Plan Proposal, the Advisory Governance Proposals and, if presented, the Adjournment Proposal. See the section entitled “SummaryReasons for the INFINT Board Approval of the Business Combination” of this proxy statement/prospectus for additional information.

 

 

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Reasons for the INFINT Board Approval of the Business Combination

 

As described under Proposal 1 — The Business Combination Proposal —Background of the Business Combination,” the INFINT Board, in evaluating the Business Combination, consulted with INFINT’s management and legal and other advisors. In recommending and negotiating the Business Combination, the INFINT Board further considered the material interests in the transaction held by the sponsor and INFINT’s officers and directors, as more fully discussed under “Questions and Answers —What equity stake will current shareholders of INFINT and Seamless hold in New Seamless after the closing?”, “Questions and Answers — Does the Sponsor and/or any of the other initial shareholders have interests in the Business Combination Proposal and the other proposals that may differ from or be in addition to the interests of INFINT’s shareholders?” “Summary — Interests of Certain Persons in the Business Combination,” and “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.” In reaching its unanimous decision to approve and adopt the Business Combination Agreement and the Business Combination contemplated therein, the INFINT Board considered a variety of factors weighing positively and negatively with respect to the Business Combination. In light of the number and wide variety of factors considered in connection with its evaluation of the Business Combination, the INFINT Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination and supporting its decision. The INFINT Board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

 

This explanation of the reasons for the INFINT Board’s approval of the Business Combination, and all other information presented in this section, is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements.”

 

Before reaching its decision, the INFINT Board reviewed the results of the due diligence conducted by INFINT’s management and advisors, which included:

 

extensive meetings and calls with Seamless’ management to understand and analyze Seamless’ business;
   
consultation with financial advisors regarding competitive landscape, industry outlook and Seamless’ business model;
   
consultation with Seamless’ legal and accounting advisors;
   
review of Seamless’ material contracts and financial, tax, legal, accounting, environmental, and intellectual property due diligence;
   
review of Seamless’ financial statements; and
   
research on comparable public companies.

 

In approving the Business Combination, the INFINT Board determined not to obtain a fairness opinion. The officers and directors of INFINT have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries, including one of the directors serving as a chief executive officer of a major international fintech company, and concluded that their experience and background enabled them to make the necessary analyses and determinations regarding the Business Combination.

 

After considering the foregoing, including potentially negative and potentially positive factors, the INFINT Board concluded, in its business judgment, that the potentially positive factors relating to the Business Combination outweighed the potentially negative factors. The INFINT Board recognized that there can be no assurance about future results of the combined company, including results considered or expected as disclosed in the foregoing discussion.

 

The below discussion of the material factors considered by the INFINT Board is not intended to be exhaustive but does set forth the principal factors considered by the INFINT Board with respect to the Business Combination.

 

The INFINT Board considered a number of factors pertaining to Seamless and the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

 

Seamless’ significant planned growth and growth potential. The INFINT Board considered information provided by Seamless’ management regarding (i) Seamless’ business, prospects, financial condition, operations, technology, products, offerings, management, competitive position, and strategic business goals and objectives, (ii) general economic, industry, regulatory, and financial market conditions, and (iii) opportunities and competitive factors within Seamless’ industry, including a rapidly growing need for remittance services for migrant workers sending money back to their homelands on a regular basis. The INFINT Board considered that Seamless had initiated and built strong relationships with the regulators which Seamless believes presents a strong barrier to entry for any competitors. In addition, the INFINT Board considered that Seamless’ management’s belief that Seamless and its subsidiaries have created a loyal following among their clients based on the development of trust and efforts in community building. The INFINT Board also considered that Seamless has an opportunity to expand its services in the near-term both in terms of geographic expansions and by expanding its product line to include lending, insurance, healthcare, e-wallets, and utility payments. In addition, the INFINT Board considered that Seamless has a unique partnership with Ripple in Asia and intends to form future partnerships with social media, messaging and metaverse companies.

 

 

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Seamless’ experienced management team. The INFINT Board believes that Seamless has a proven and experienced management team that is positioned to lead New Seamless after the Business Combination.
   
Due diligence and continuing updates. Prior to entering into the Business Combination Agreement, the INFINT Board review and discussed in detail the results of the due diligence examination of Seamless conducted by INFINT’s management team and INFINT’s financial and legal advisors, which included a number of virtual and in-person meetings with Seamless’ management team and advisors regarding Seamless’ business and business plan, operations, prospects, valuation analyses with respect to the Business Combination, review of significant contracts and other material matters, including pertaining to Seamless partnership with Ripple, as well as general financial, legal, regulatory and accounting due diligence. Following the entry into the Business Combination Agreement, the INFINT Board has received numerous updates from INFINT’s and Seamless’ management, as well as INFINT’s and Seamless’ advisors, regarding developments relating to Seamless, including, among other things, key work streams and focus areas related thereto, as well as Seamless’ business plan and business and general and industry-specific market conditions and developments.
   
 Extensive due diligence. A part of the due diligence efforts, INFINT’s management, the INFINT Board, a financial advisor and legal counsel conducted due diligence examinations of Seamless and discussed with Seamless’ management financial, operational, technical and legal matters relating to Seamless.
   
Attractive valuation supported by comparable companies. The INFINT Board determined that the valuation analysis conducted by INFINT management with the input of ARC Group (“ARC”), INFINT’s financial advisor, and JonesTrading, based on materials and estimated financial information provided by Seamless and valuation multiples based on comparable public company analysis, supported the equity valuation of Seamless as reflected in the terms of the Business Combination Agreement determined that the Business Combination with Seamless presents an attractive business combination opportunity that is in the best interests of INFINT shareholders. See the section entitled “Proposal 1 — The Business Combination Proposal — The INFINT Board’s Recommendation and Reasons for the Approval of the Business Combination – Financial Analysis” of this proxy statement/prospectus for additional information.
   
No PIPE or third-party financing. The INFINT Board considered that the transaction terms for the Business Combination, as an all-equity transaction, do not require, and are not conditioned on, additional PIPE or other third-party financing allowing the parties not to include a minimum cash closing condition. The INFINT Board considered that not having a minimum cash closing condition will result in a stronger likelihood for the transaction to close in the current market environment.
   
Social Impact. The INFINT Board considered the social impact of Seamless’ business operations, which aims to deliver global financial inclusivity for the unbanked and migrant workers in Southeast Asia. Seamless enables cross-border digital remittances as well as cashless payment solutions to millions without proper access to mainstream financial services.

 

 

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The INFINT Board also considered a variety of uncertainties and risks and other potentially negative factors related to INFINT’s business and prospects and related to the Business Combination including, but not limited to, the following:

 

Risk that the benefits described above may not be achieved. The risk that the potential benefits of the Business Combination may not be fully achieved. Seamless’ ability to achieve its projected growth will depend on such price risks, ability to execute its business plan, and regulatory risks, among others.
   
Risks regarding the shareholder vote. The risk that INFINT’s shareholders may fail to provide the votes necessary to effect the Business Combination.
   
Closing conditions. The fact that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within INFINT’s control, including approval by INFINT’s shareholders, and approval by NYSE of the initial listing application in connection with the Business Combination.
   
Post-closing capital requirements. The ability of the combined company to raise new capital to meet its near and long-term liquidity needs.
   
Fees and expenses. The fees and expenses associated with completing the Business Combination.
   
Risk of the liquidation of INFINT. The risks and costs to INFINT if the Business Combination is not completed, including the risk of diverting management’s focus and resources from other business combination opportunities, which could result in INFINT being unable to effect a business combination in the requisite time frame and force INFINT to liquidate.
   
Potential litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.
   
Exclusivity. The fact that the Business Combination Agreement includes an exclusivity provision that prohibits INFINT from soliciting other business combination proposals, which restricts INFINT’s ability, so long as the Business Combination Agreement is in effect, to consider other potential business combinations.
   
Public company experience of officers. The fact that the Chief Executive Officer of New Seamless has no experience in operating a U.S. publicly-traded company.
   
 Potential conflicts. The fact that some officers and directors of INFINT have separate interests in the Business Combination. See the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination.”
   
Other risk factors. Various other risk factors associated with the respective businesses of INFINT and Seamless as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

 

INFINT’s current articles of amendment provide that INFINT renounces its interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of INFINT, such opportunity is one INFINT is legally and contractually permitted to undertake and would otherwise be reasonable for INFINT to pursue, and such person is legally permitted to refer such opportunity to INFINT. INFINT is not aware of any such corporate opportunities not being offered to it and does not believe that the limitation of the application of the “corporate opportunity” doctrine in the current articles of amendment had any impact on its search for a potential business combination.

 

The INFINT Board concluded that the potential benefits expected to be received by INFINT and its shareholders as a result of the Business Combination outweighed the potentially negative factors and other risks associated with the Business Combination. Accordingly, the INFINT Board unanimously resolved: (1) that it was desirable and in INFINT’s commercial interests that INFINT should approve and enter into the Business Combination Agreement, the transactions contemplated thereby and the ancillary documents to which INFINT is or will be a party; (2) to approve and adopt the transactions contemplated by the Business Combination (including the merger); (3) to recommend that the INFINT shareholders entitled to vote thereon approve and adopt the Business Combination Agreement and the Business Combination and approve and adopt the transactions contemplated by the Business Combination Agreement including the Business Combination Proposal and the other proposals; and (4) to direct that each proposal, including the Business Combination Proposal, be submitted to the INFINT shareholders for approval.

 

 

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Interests of Certain Persons in the Business Combination

 

Certain members of the INFINT Board and officers of INFINT, the Sponsor and others may have interests in the Business Combination that may be different from, or in addition to, the interests of INFINT shareholders generally. The INFINT Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be adopted and approved by the shareholders of INFINT. See the section entitled “Proposal 1 — The Business Combination Proposal — Interests of Certain Persons in the Business Combination” of this proxy statement/prospectus for additional information.

 

Regulatory Matters

 

The Business Combination is not subject to any additional federal or state regulatory requirement or approval. Upon the closing, INFINT will cause the merger to be consummated by filing the plan of merger and such other documents as may be required in accordance with the applicable provisions of the Companies Act or by any other law to make the merger effective with the Registrar of Companies of the Cayman Islands. The merger will become effective on the merger effective date when the plan of merger is registered by the Registrar of Companies of the Cayman Islands.

 

Anticipated Accounting Treatment

 

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, INFINT will be treated as the acquired company for financial reporting purposes, and Seamless will be treated as the accounting acquirer. In accordance with this accounting method, the Business Combination will be treated as the equivalent of Seamless issuing stock for the net assets of INFINT, accompanied by a recapitalization. The net assets of INFINT will be stated at historical cost, with no goodwill recorded, and operations prior to the Business Combination will be those of Seamless. Seamless has been deemed the accounting acquirer for purposes of the Business Combination based on an evaluation of the following facts and circumstances:

 

  Seamless’ existing equity holders will hold a majority voting interest in the Combined Company, irrespective of whether or not existing public shareholders of INFINT exercise their right to redeem their Class A ordinary shares;
     
  Seamless’ existing equity holders will have the ability to nominate and elect the majority of the Combined Company’s Board of Directors;
     
  Seamless’ existing senior management team will comprise the senior management of the Combined Company; and
     
  Seamless’ operations will comprise the ongoing operations of the Combined Company.

 

Emerging Growth Company

 

INFINT is, and following the Business Combination, New Seamless will be, an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, New Seamless will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find INFINT’s securities less attractive as a result, there may be a less active trading market for INFINT’s securities and the prices of INFINT’s securities may be more volatile.

 

New Seamless will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of closing of the Business Combination, (b) in which it has total annual gross revenues of at least $1.07 billion or (c) in which it is deemed to be a “large accelerated filer” as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of its ordinary shares that are held by non-affiliates exceeds $700 million as of the last day of the prior fiscal year’s second fiscal quarter; or (2) the date on which it has issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

 

 

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Foreign Private Issuer

 

Following the completion of the Business Combination, after June 30, 2024, New Seamless may qualify as a “foreign private issuer” under SEC rules. Consequently, for so long as New Seamless continues to meet such qualification, New Seamless will be subject to the reporting requirements under the Exchange Act applicable to foreign private issuers. New Seamless will be required to file its annual report on Form 20-F with the SEC and will furnish reports on Form 6-K to the SEC regarding certain information that is distributed or required to be distributed by New Seamless to its shareholders.

 

If New Seamless qualifies as a foreign private issuer status, under existing rules and regulations, New Seamless will not be required to file periodic reports and financial statements with the SEC as frequently or as promptly as a U.S. company whose securities are registered under the Exchange Act. New Seamless will also not be required to comply with Regulation Fair Disclosure, which addresses certain restrictions on the selective disclosure of material information. In addition, among other matters, New Seamless’ directors, officers and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and sales of New Seamless ordinary shares.

 

Further, NYSE rules permit a foreign private issuer to follow the corporate governance practices of its home country, which is the Cayman Islands, in lieu of NYSE corporate governance requirements relating to independent directors and the formation and composition of committees, with respect to the disclosure of third party director and nominee compensation and the requirement to distribute annual and interim reports. New Seamless currently does not intend to take advantage of the exemptions from the NYSE requirements, although in the future if New Seamless qualifies as a foreign private issuer it may elect to take advantage of some or all of the exemptions provided by the NYSE rules.

 

Market Price

 

The closing price of INFINT’s units and INFINT Class A ordinary shares on Auguest 8, 2022, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.10 and $10.09, respectively. As of [●], 2024, the record date, the most recent closing price for each unit and INFINT Class A ordinary share was $[●] and $[●], respectively. Holders of INFINT’s securities should obtain current market quotations for their securities. The market price of INFINT’s securities could vary at any time before the Business Combination.

 

Historical market price information regarding Seamless is not provided because there is no public market for Seamless’ securities.

 

Material Tax Consequences

 

For a discussion of the material U.S. federal income tax considerations for holders of INFINT Class A ordinary shares with respect to the exercise of these redemption rights, see the section entitled “Proposal 1 — The Business Combination Proposal — U.S. Federal Income Tax Consideration” of this proxy statement/prospectus for additional information. The consequences of a redemption to any particular public shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

 

Summary of Risk Factors

 

In evaluating the proposals set forth in this proxy statement/prospectus, you should carefully read this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein, and especially consider the factors discussed in the section entitled “Risk Factors.” These risks include, but are not limited to, the following:

 

We may fail to keep pace with rapid technological developments to provide new and innovative products and services or make substantial investments in unsuccessful new products and services.

 

 

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We face significant competition in the markets in which we operate, and we may fail to successfully compete against current or future competitors.
Our operations are dependent on our proprietary and external technology platforms and comprehensive ecosystems, and any systems failures, interruptions, delays in service, catastrophic events, and resulting interruptions in the availability of our products or services could result in harm to our business and our brand, loss of users, customers and partners and subject us to substantial liability.
We are experiencing ongoing rapid change and significant growth in our business and we may not succeed in managing or expanding our business across the expansive and diverse markets in which we operate.
Our cross-border payment and money transfer services are exposed to foreign exchange risk.
We face risks in expanding into new geographic regions.
Unauthorized disclosure of sensitive or confidential information or our failure or the perception that we failed to comply with privacy laws or properly address privacy concerns could harm our business and standing with merchants, partners and users.
Failure to deal effectively with fraud, fictitious transactions, failed transactions or negative customer experiences would increase our loss rate and harm our business, and could severely diminish merchant, partner and user confidence in and use of our services.
We have a limited operating history in new and evolving markets and our historical results may not be indicative of our future results.
Our business model may change in the future and we may provide services that are not currently provided or planned for in our strategies.
We require a significant amount of pre-funding in each market that we operate in order to facilitate our real-time foreign exchange services; insufficient pre-funding may result in an inability to complete real-time money transfer or exchange services on behalf of our customers.
The funding process used by certain customers of Tranglo relies on XRP, a cryptocurrency and certain services provided by Ripple Services, Inc. and two cryptocurrency exchanges; if they are not able to continue to provide these services due to regulatory change, our business, financial condition and results of operations may be materially adversely effected.
The digital wallet market in Asia is developing, and the expansion of our business depends on the continued growth of digital wallets, as well as increased availability, quality and usage of mobile devices and the Internet in Asia.
An increase in the use of credit cards or bank transfers, or an increase in the use of digital currencies, as a means of payment in the markets in which we operate, may result in lower growth or a decline in the use of our services.
We may not be able to protect our intellectual property rights.
We may need additional capital but may not be able to obtain it on favorable terms or at all.
We have limited business insurance coverage.

 

 

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We are subject to risks related to litigation, including intellectual property claims, consumer protection actions and regulatory disputes. Legal proceedings against us could harm our reputation and have a material adverse effect on our business, results of operations, financial condition and prospects.
We are a holding company and do not have any material assets other than the shares of our subsidiaries and any change in our ability to repatriate dividends or other payments from our subsidiaries could materially adversely affect us.
Developments and the perceptions of risks in other countries, including other emerging markets, the United States and Europe, may harm economies in Southeast Asia and the price of securities of companies operating in Southeast Asia, including the price of our ordinary shares.
We conduct money transfer transactions through agents in some regions that are politically volatile or, in a limited number of cases, that are subject to certain OFAC restrictions.
Our user metrics and other estimates are subject to inherent challenges in measuring our operating performance.
It will be difficult to acquire jurisdiction and enforce liabilities against our assets based in some Southeast Asian jurisdictions.
The ability of our subsidiaries in certain countries to distribute dividends to us may be subject to restrictions under their respective laws.
You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because we are an exempted company under Cayman Islands law.
Our business is subject to extensive government regulation and oversight across various geographies and our status under these regulations may change.
The market price of New Seamless ordinary shares after the Business Combination may be affected by factors different from those currently affecting the prices of INFINT Class A ordinary shares.
The consummation of the Business Combination is subject to a number of conditions, and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.
The Sponsor and some of INFINT’s officers and directors may have conflicts of interest that may influence or have influenced them to support or approve the Business Combination without regard to your interests or in determining whether Seamless is appropriate for INFINT’s initial business combination.
INFINT may not have sufficient funds to consummate the Business Combination.
The INFINT Board did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the INFINT public shareholders.

 

 

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The unaudited pro forma condensed combined financial information included in this proxy statement/prospectus is preliminary and the actual financial condition and results of operations after the Business Combination may differ materially.
INFINT will incur significant transaction costs in connection with the Business Combination.
The INFINT initial shareholders have agreed to vote in favor of the proposals at the Meeting, regardless of how public shareholders vote.
INFINT may have to constrain its business activities to avoid being deemed an investment company under the Investment Company Act.
INFINT may not be able to consummate the Business Combination or an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem public shares and liquidate, in which case the public shareholders may only receive $11.51 per share, or less than such amount in certain circumstances, and the warrants will expire worthless.
INFINT does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for INFINT to consummate an initial business combination even if a substantial majority of INFINT’s shareholders determine to redeem their shares.
NYSE may delist New Seamless’ securities from trading on its exchange, which could limit investors’ ability to make transactions in New Seamless’ securities and subject New Seamless to additional trading restrictions.
The market price of New Seamless’ ordinary shares may decline as a result of the Business Combination.
The trading price of New Seamless’ shares is likely to be volatile, which could result in substantial losses to investors.